Objectives
Understand what factors must be considered in due diligence and in developing a valuation
Understand the goals and methods of negotiating the final purchase price
Identify the different tax consequences for 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
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
Overview of the business evaluation process
Negotiation points and goals from the buyer and seller standpoints
Overview of confidentiality agreements, memorandums of understanding, and asset purchase agreements
Recognizing the need for due diligence in acquisitions -- checklists of important points
Deemed asset sales -- Is §338 or §338(h)(10) appropriate?
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
How to allocate 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
Liquidations as alternatives to sales of a business
Planning to avoid double taxation
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
...and much more
Prerequisite
A basic course in partnerships/LLCs; experience with C corporations
