Vermont Society of Certified Public Accountants
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Buying and Selling a Business: Critical Tax and Structuring Issues

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Member Price: $315.00 Price reflects early registration savings of -$50.00, good until 11/20/19
Non-Member Price: $515.00 Price reflects early registration savings of -$50.00, good until 11/20/19

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Dec 20, 2019, 8:30am–4:30pm
Capitol Plaza Hotel (Montpelier, VT 05602)
100 State St.
Montpelier, VT 05602
Surgent McCoy CPE, LLC
CPE Credits:
Taxes: 8.00
Joshua Jenson (3175)
Joshua Jenson has over 25 years of public accounting experience in the area of tax, specializing in LLC, partnership, S corporation, and related individual tax matters. He is managing partner of Jenson & Company, CPAs, P.C., which he founded over 20 years ago. His firm is known for a boutique service approach, with a focus on tax planning and strategies.

Joshua is a member of the Oklahoma Society of CPAs (OSCPA), the Oklahoma City Chapter of the OSCPA, and the AICPA. He serves as Trustee and Chairman of the Educational Foundation and is a public speaker of the OSCPA. Joshua received the 2014 Distinguished CPA Award from the OSCPA in recognition of his involvement in the community and activism in the accounting profession.

Offering expert insight on tax issues, Joshua has appeared in numerous Oklahoma TV news interviews and been quoted in several Oklaoma newspaper articles. For over 9 years he was a weekly guest during tax season on a local talk radio station, where he grew to be known as "JJ the CPA."

Joshua is also an insurance agent with MassMutual, servicing clients through Jenson Insurance Group, specifically with life and disability income insurance needs as part of long-term, generational tax strategies. During his first year of practice, MassMutual ranked him eighth in the country for first-year agents, and named him Rookie of the Year for MassMutual in Oklahoma. He is licentsed in Oklahoma, Texas, Kansas, Washington, Illinois, and New Jersey.

Joshua graduated from Abilene Christian University with an accoutning degree in 1993, and is a licensed CPA in Oklahoma and Texas.
One of the major transactions CPA clients enter into is a purchase or disposition of a business. To help tax professionals in advising those clients, this course offers a comprehensive analysis of the business and tax aspects of buying and selling a business. It is a practical guide to help practitioners and industry CPAs understand structuring techniques. All CPAs, including controllers and executives in industry, should understand how difficult the process of buying and selling a business has become.


  • 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



  • Spreadsheet analysis to develop an offer price using the discounted cash flow and alternate valuation methods    
  • Negotiation points and goals from the buyer and seller standpoints    
  • Understanding 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 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 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, including tax clearance certs    
  • Unique issues in buying and selling of LLC/partnership interests    
  • Individually owned goodwill


Designed For

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


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