November 25, 2024

Live Webcast

NYSED 8

Buying and Selling a Business: Critical Tax and Structuring Issues Webcast

November 25, 2024
Live Webcast
NYSED 8

  • Instructor

    Joel
    DiCicco

  • 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

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

CPE Credits Available

NYSED 8
8
Taxation (NYSED) - NYSED

Things to Know About This Course

Course Level

  • Intermediate

Professional Area of Focus

  • Taxation (NYSED)

Prerequisites

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

Advanced Preparation

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

Intended Audience

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

Provider

Surgent McCoy CPE LLC

This event has ended.