Buying and Selling a Business: Critical Tax and Structuring Issues

Overview

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.

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

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

Designed For

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

Prerequisites

A basic course in partnerships/LLCs; experience with C corporations

Preparation

None

Notice

By registering for this program and, accordingly, receiving the eMaterials, you’re acknowledging that you understand both the copyright restrictions on your eMaterials and the CTCPA cancellation policy.

Fees

Credits

Level

Code

Vendor

Fields of Study

Leader(s):

John Evanich Jr., Surgent McCoy CPE, LLC

Leader Bios

John Evanich Jr., Surgent McCoy CPE, LLC

John L. Evanich, Jr., CPA, is a retired tax partner, formerly with CohnReznick, LLP – the 10th-largest CPA firm in the country. For more than 40 years, John specialized in working with professional service businesses, LLCs, LLPs, and S corporations on tax planning and other tax matters important to them. John has represented taxpayers on hundreds of IRS appeals and court petitions. With over 40 years of experience in public accounting, John is a past president of the Connecticut Society of CPAs (CTCPA), a past member of their Board of Governors, and a former trustee of their Educational Trust Fund. He is also a former member of AICPA Council. Mr. Evanich has lectured and written extensively on tax issues, both locally and nationally. He is a member of the American Institute of CPAs. In 2015 and 2016, he received the Surgent Outstanding Discussion Leader Award because of his consistently high evaluations for knowledge and presentation skills. He has also served as chairman of many CTCPA committees, most notably the Federal Taxation, State Taxation, Public Relations, and Technical Consultation Services committees. John has also testified on tax matters of concern to middle- and upper-income taxpayers, as well as small businesses, before the Ways and Means Committee of the U.S. House of Representatives, as well as various Connecticut state legislative committees. Mr. Evanich received a bachelor’s degree in accounting with honors from the University of Bridgeport, Connecticut and completed all course work in the Master’s in Taxation program at Pace University in New York City.

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