Objective
- 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
Highlights
- 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 businessPrerequisite
A basic course in partnerships/LLCs; experience with C corporations.