November 29, 2022


2 Total CPE Credits


Crucial Tax Topics 2021-2022 with Art Werner - Mergers and Acquisitions: Complete Guide to Relevant Issues

Learning Objectives

  • Differentiate issues related to asset acquisitions and stock acquisitions
  • Explain various elections (such as IRC Sections 336 and 338)
  • Describe mixed entity transactions

Major Topics

  • Taxable asset acquisitions vs. non-taxable stock/equity acquisitions
  • What happens in an asset acquisition
  • What happens in a stock or equity acquisition
  • 338 and 336 elections
  • Basics of 382
  • Basics of 280G
  • Earnouts and contingent payments
  • Assumed liabilities
  • Acquired reserves
  • Acquired deferred revenue
  • Treatment of transaction costs
  • Basics of mixed entity transactions, examples such as:
    • C-Corp buys an interest in a partnership
    • C-Corp buys an S-Corp
    • C-Corp buys an interest in an LLC (lots of possibilities here)
    • S-Corp buys a partnership
    • S-Corp buys a C-Corp
    • S-Corp buys an interest in an LLC
    • Partnership acquisitions of various entity types
  • Very basic overview of tax-free re-organizations
  • High level overview of entity formations
  • High level overview of entity liquidations or termination

CPE Credits Available

Total CPE

Things to Know About This Course

Course Level

  • Update


At least three years' experience in mergers and acquisitions

Advanced Preparation


Intended Audience

Designed for CPAs with three to five years of experience with mergers and acquisitions



This event has ended.