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 in 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 LLC and partnership interests
• Individually owned goodwill