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8.0 Credits

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
  • Identify the different tax consequences for various forms of acquired business
  • Appreciate 338 and 338(h)(10) elections and the benefits of installment sales

Major Topics

  • Spreadsheet analysis to develop an offer price using the discounted cash flow and alternate valuation methods
  • 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
  • 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 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