Self-Study
Surgent's Buying and Selling a Business: Critical Tax and Structuring Issues (SELL)
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Wednesday, January 29, 2020 – Friday, April 30, 2021
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8CREDITSTaxes
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.
Objectives
- 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
Highlights
- 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 §338 or §338(h)(10) appropriate?
- 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 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