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.
DESIGNED FOR
All practitioners who will be involved in the sale of a business.
BENEFITS
- Understand the factors that must be considered for due diligence and developing a valuation
- Understand the goals and methods of negotiating the final purchase price
- Identify the different tax consequences of 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
- Understand the impact of §§751, 734, 743, and 754 on the purchase or sale of a partnership
- 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
- An overview of the business evaluation process
- Negotiation points and goals from buyer and seller standpoints
- An overview of confidentiality agreements, memorandums of understanding, and asset purchase agreements
- Recognizing the need for due diligence in acquisitions, including checklists of important points
- Deemed asset sales – §338 and §338(h)(10)
- 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
- Allocating 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
- Liquidation as an alternative to the sale of a business
- Planning to avoid double taxation
- Special problems and opportunities when an S corporation is the buyer or seller
- Special problems and opportunities when a partnership is the buyer or seller
- Installment sale and interest issues
- Avoiding tax pitfalls and recognizing tax planning opportunities
COURSE LEVEL
Intermediate
PREREQUISITES
A basic course in partnerships/LLCs; experience with C corporations
ADVANCE PREPARATION
None
ADDITIONAL NOTES