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

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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
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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