Practical Guide to Mergers, Acquisitions and Business Sales, 3rd Edition

Joseph B. Darby

• Publisher: The National Underwriter Company
• Year: 2021
• eBook ISBN: 9781954096127
• Edition: 3
• Topic: Business
• Subtopic: Business Development
• Index: Business

Practical Guide to Mergers, Acquisitions and Business Sales not only helps readers truly grasp the tax consequences of buying or selling a business of any size, but it also carefully examines the art of successfully closing major business transactions through a solid understanding of the tax ramifications of the deal.

Drawing on his vast 30 years of experience, author Joseph (Jay) B. Darby III—a business and transactional tax law expert—incorporates insightful, real-life examples throughout his coverage of buying and selling all forms of business entities, including Sole Proprietorships, Partnerships, S Corporations, C Corporations, Limited Liability Companies, Professional Corporations, and more.

Broad in scope, with numerous citations to the Internal Revenue Code, rulings and regulations, this resource:

• Explains how tax aspects of the sale of a business can influence negotiations, in both positive and negative ways;
• Outlines the areas for give and take in any negotiation of tax liability for the sale of a business;
• Highlights common pitfalls in the negotiation process, including critical tax aspects that might be overlooked;
• Identifies traps for the unwary that can cause significant unanticipated tax liability; and
• Discusses strategies related to installment sales, contingent payments, goodwill, consulting agreements with prior owners, and other methods that can be introduced into a business acquisition.

New in the 3rd Edition:

This third edition of Practical Guide to Mergers, Acquisitions and Business Sales has been completely updated to reflect the latest issues affecting business transactions:

• Updates to incorporate the 2017 Tax Cuts and Jobs Act
• Updated information to reflect the SECURE Act
• A new chapter on Opportunity Zones
• A new section detailing various qualified business income (QBI) deduction scenarios
• Expanded content on the tax aspects of various intellectual property transactions
• New content on sales of contract rights
• Updated information on S Corporation elections

Topics Covered Include:

• Tax considerations for buying or selling a business
• Tax characteristics of various business entities
• Structuring the sale of corporate assets
• Tax considerations for assets sales vs. stock sales
• Acquisitions of corporate stock or assets
• Installment sales, contingent payments and escrow arrangements
• Corporate and partnership liquidations
• Leveraged buy-outs and ESOPs
• Opportunity Zones

A must-have for financial advisors, lawyers, CPAs, or any professional involved in advising clients on the buying and selling of a business, Practical Guide to Mergers, Acquisitions and Business Sales advises readers how to pare the tax costs of transactions to the absolute minimum, as well as how tax liabilities can be negotiating tools for buying or selling a business.

Table of contents

• Title
• ABOUT THE NATIONAL UNDERWRITER COMPANY
• DEDICATION
• PREFACE
• ABOUT THE AUTHOR
• ABOUT THE EDITOR
• EDITORIAL SERVICES
• BASIC CONSIDERATIONS IN BUYING OR SELLING A BUSINESS
• TAX CHARACTERISTICS OF THE MOST POPULAR BUSINESS ENTITIES
• QUALIFIED BUSINESS INCOME DEDUCTION— CODE SECTION 199A
• TAX ASPECTS OF BUYING AND SELLING A SOLE PROPRIETORSHIP—
• STRUCTURING A SALE OF CORPORATE ASSETS
• TAXABLE PURCHASES OF C CORPORATION STOCK
• CHOOSING BETWEEN AN ASSET SALE AND A STOCK SALE
• TAX-FREE ACQUISITIONS OF CORPORATE STOCK OR ASSETS
• ACQUISITION AND SALE OF AN S CORPORATION BUSINESS
• TAX ASPECTS OF BUYING AND SELLING A PARTNERSHIP BUSINESS
• INSTALLMENT SALES, CONTINGENT PAYMENTS AND ESCROW ARRANGEMENTS
• AMORTIZATION OF INTANGIBLES—CODE SECTION 197
• SECTION 338 AND 336(e) ELECTIONS
• POST-ACQUISITION LIMITATIONS ON NOLs
• SELLING THE BUSINESS TO YOURSELF: LIQUIDATION OF A CORPORATION OR PARTNERSHIP
• SELLING THE BUSINESS TO THE BUSINESS: CORPORATION AND PARTNERSHIP REDEMPTIONS
• SELLING THE BUSINESS TO CO-OWNERS: SHAREHOLDERS BUY-SELL AGREEMENTS
• COMPENSATION, CONSULTING, NONCOMPETE, AND PERSONAL GOODWILL PAYMENTS
• SELLING THE BUSINESS TO EMPLOYEES: LEVERAGED BUYOUTS, EMPLOYEE STOCK OWNERSHIP PLANS, AND OTHER ARRANGEMENTS
• TAX DEFERRAL/ REDUCTION BENEFITS UNDER CODE SECTIONS 1031, 1033, 1045 AND 1202
• SPECIAL TAX ISSUES WHEN BUYING AND SELLING INTELLECTUAL PROPERTY
• OPPORTUNITY ZONE TAX INCENTIVES
• INCOME TAX TABLES
• AMT EXEMPTION AMOUNTS, RATES AND PHASE-OUTS
• CASE TABLE
• INDEX