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Buying and Selling a Business: Tax and Structuring Overview

June 11
12:30 - 4:00 p.m.

Pennsylvania Institute of CPAs
Philadelphia - Map it

CPE Credits



PICPA Member: $139 | Nonmember: $189

CLE Credit Add-On: $25

 More Information

Course No.
A basic course in partnerships or LLCs; experience with C corporations


Understand the role of the CPA in the beginning of the transaction and throughout the buying and/or selling process. Identify the different tax consequences for various forms of acquired businesses. Learn about Section 338 and Section 338(h)(10) elections and the benefits of installment sales.


  • An overview of the beginning of the process and documents for preliminary tax planning
  • The need for due diligence in acquisitions and checklists of important points
  • Deemed asset sales -- Is Section 338 or Section 338(h)(10) appropriate?
  • The impact of the Section 197 amortizable intangibles regulations on the acquisition and disposition of a business
  • How to allocate purchase price for tax advantage
  • 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 the recognition of tax planning opportunities
  • Unique issues in buying and selling of LLC or partnership interests
  • Individually owned goodwill


Susan Smith, CPA

Susan Smith manages her own firm specializing in tax planning for individuals and business owners and is also a frequent speaker at tax conferences.

Smith spent 14 years as a Senior Manager in the tax departments of Price Waterhouse and Peat Marwick (the predecessor of KPMG). While at Price Waterhouse, she also held the national specialist designation for the real estate and partnership tax practices locally. During her time at Peat Marwick, Smith led the real estate and tax practices locally. She has been an associate adjunct professor at Widener University in the master’s in taxation program. Her ratings have consistently exceeded 4.7 on a scale of 5.0. Also, she recently received the James L. McCoy 2008 Discussion Leader of the Year Award for excellence in teaching.

Smith earned her Bachelor of Business Administration degree, with an accounting concentration, in 1978.

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