August 29, 2019


Alabama Society of CPAs
1041 Longfield Ct, Montgomery, Montgomery County, Alabama 36117-8056

8 Total CPE Credits


Buying and Selling a Business: Critical Tax and Structuring Issues

  • Instructor

    Michael Frost

Learning Objectives

  • Understand what factors must be considered in due diligence and in developing a valuation
  • Understand the goals and methods of negotiating the final purchase price
  • Identify the different tax consequences for various forms of acquired business
  • Appreciate 338 and 338(h)(10) elections and the benefits of installment sales
  • Learn how strategies may change under new tax legislation

Major Topics

  • Spreadsheet analysis to develop an offer price using the discounted cash flow and alternate valuation methods
  • Negotiation points and goals from the buyer and seller standpoints
  • Understanding confidentiality agreements, memorandums of understanding, and asset purchase agreements
  • Recognizing the need for due diligence in acquisitions -- checklists of important points
  • Deemed asset sales -- Is 338 or 338(h)(10) appropriate?
  • The impact of the 197 amortizable intangibles regulations on the acquisition and disposition of a business
  • How to allocate purchase price for tax advantage
  • Impact of the Tax Cuts and Jobs Act of 2017
  • Changes in strategy under the new tax laws
  • Liquidations as alternatives to sales of a business
  • Planning to avoid double taxation under repeal of the General Utilities doctrine
  • Special problems and opportunities when an S corporation is the buyer or seller
  • Installment sale and interest issues
  • Avoiding tax pitfalls and recognition of tax planning opportunities
  • Bootstrap acquisitions
  • State tax issues, including tax clearance certs
  • Unique issues in buying and selling of LLC/partnership interests
  • Individually owned goodwill

CPE Credits Available

Total CPE

Alabama Society of CPAs

1041 Longfield Ct, Montgomery, Montgomery County, Alabama 36117-8056

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Things to Know About This Course

Course Level

  • Intermediate

Professional Area of Focus

  • Tax


A basic course in partnerships/LLCs; experience with C corporations

Advanced Preparation


Intended Audience

All practitioners who will be involved in the sale of a business


Surgent McCoy CPE

This event has ended.