One of the major transactions CPA clients enter into is a purchase or disposition of a business. Explore a comprehensive analysis of the business and tax aspects of buying and selling a business. Practical guidance will help practitioners and industry CPAs understand structuring techniques. All CPAs, including controllers and financial executives, should understand how difficult buying and selling a business has become.
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 businesses, including the impact of the Net Investment Income Tax (NIIT) and the §199A pass-through deduction Appreciate §338 and §338(h)(10) elections and the benefits of installment sales Learn how strategies have changed under new tax legislation Understand the required reporting to the IRS regarding the purchase or sale of a business and how to complete the forms
Major Topics
Overview of the business evaluation process Negotiation points and goals from the buyer and seller standpoints Overview of 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 use of "F reorganizations" in lieu of §338(h)(10) 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 Net Investment Income Tax (NIIT) and the §199A pass-through deduction on the tax due on the sale of a pass-through entity Changes in strategy under the new tax laws Liquidations as alternatives to sales of a business Planning to avoid double taxation 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 ...and much more