Surgent's Buying and Selling a Business: Critical Tax and Structuring Issues Download

Overview

One of the major transactions CPA clients enter into is a purchase or disposition of a business. To help tax professionals in advising those clients, this course offers a comprehensive analysis of the business and tax aspects of buying and selling a business. It is a practical guide to help practitioners and industry CPAs understand structuring techniques. All CPAs, including controllers and executives in industry, should understand how difficult the process of buying and selling a business has become.

Prerequisites

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

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

Highlights

• 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