One of the major transactions CPA clients are faced with is the purchase or disposition of a business. To help tax professionals advise 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.
Learning Objectives
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
Major Topics
• 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
