Buying and Selling a Business: Critical Tax and Structuring Issues

Understand the tax aspects of buying and selling a business, as well as structuring techniques. Review what factors must be considered in due diligence and developing a valuation. Identify the different tax consequences for various forms of acquired business.
Highlights
* Spreadsheet analysis: Developing an offer using the discounted cash flow and alternate valuation methods * Confidentiality agreements, memorandums of understanding, and asset purchase agreements * Checklist of important points for due diligence in acquisitions * Deemed asset sales: Is Section 338 or Section 338(h)(10) appropriate? * Impact of the Section 197 amortizable intangibles regulation on the acquisition and disposition of a business * Allocating purchase price for tax advantage * 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 * Unique issues in buying and selling of LLC and partnership interests * Individually owned goodwill