Surgent's Introduction to Mergers and Reorganizations (Self-Study)


Date Valid for one year from purchase date
Format Self-Study (Downloadable PDF)
CPE credits CPE 8.0
of study
Taxes - Technical (8.0)
Standard member fee $125.00
checkmarkStandard nonmember fee $125.00

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This course will enable you to understand the technical tax issues and planning in various types of business acquisitions for C corporations and S corporations.

Who should take this program?

Experienced practitioners who wish to learn about this specialized area of the law

Major subjects

  • Sale of corporate assets and allocation of purchase price, including a case study
  • More on allocations of personal goodwill, covenants not to compete, consulting agreements and intangible property
  • The issues in the purchase of C corporation stock
  • Tax free acquisitions and reorganizations with helpful charts and cases
  • Special issues of S Corporation transactions
  • A whole chapter devoted to the complexities of 338 elections and 338(h)(10)
  • Limits on using NOLs

Learning objective(s)

  • Identify corporate attributes, including those for credits and capital losses that carry over in an acquisition
  • Discuss the role cost recovery plays in an asset acquisition and the methodologies available to a buyer to allocate cost to assets acquired, and how miscellaneous intangibles that arise in and facilitate an acquisition transaction are allocated to purchase price when Section 197 assets are acquired
  • Know how a corporate reorganization is taxed and the requirements for A, B, and C reorganizations
  • Appreciate the deemed sale of assets by a target when a Section 338 election is made and how Section 338(h)(10) is used and its impact on S Corporation shareholders
  • Understand the requirements to qualify a subsidiary liquidation under Section 332 and Section 337, the tax consequences to a parent corporation and to the liquidating subsidiary, and the carryover or adjustment of tax attributes in a complete liquidation of a subsidiary into a parent corporation


Course code Code JSDLMERG
Sponsor Surgent
NASBA ID#: 103212
Level Intermediate
Format Self-Study (Downloadable PDF)
Prerequisites Prereq. A course in, or hands-on experience with, business acquisitions; experience in dealing with S Corporations and C Corporations