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Course Detail

Buying and Selling a Business: Critical Tax and Structuring 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.


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


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


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

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