20SS-0244: Surgent's Buying and Selling a Business: Critical Tax and Structuring Issues (Self-Study)

Valid for one year from purchase date
Self-study - Downloadable PDF
8 CPE (8 technical)

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.

Major subjects

• Spreadsheet analysis to develop an offer price using the discounted cash flow and alternate valuation methods
• Negotiation points and goals from the buyer and seller standpoints
• Understanding 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 Section 338 or Section 338(h)(10) appropriate?
• The impact of the Section 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 Section 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 under repeal of the General Utilities doctrine
• 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
• Bootstrap acquisitions
• State tax issues, including tax clearance certs
• Unique issues in buying and selling of LLC/partnership interests
• Individually owned goodwill

Learning objective(s)

• 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 Section 199A pass-through deduction
• Appreciate Section 338 and Section 338(h)(10) elections and the benefits of installment sales
• Learn how strategies have changed under new tax legislation

Who should take this program?

All practitioners who will be involved in the sale of a business

Fees

Standard Member Fee	$125.00
Standard Nonmember Fee	$125.00