Practical Guide to Mergers, Acquisitions and Business Sales

A must-have for financial advisors, lawyers, CPAs, and other professionals advising clients, Practical Guide to Mergers, Acquisitions and Business Sales is an easy-to-understand guide which explains the tax consequences of buying or selling a business and the art of successfully closing business transactions.
Publisher: ALM

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eBook :epub
2nd Edition
ISBN: 9781945424526
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A must-have for financial advisors, lawyers, CPAs, and other professionals advising clients, Practical Guide to Mergers, Acquisitions and Business Sales, Second Edition, is an easy-to-understand guide which explains the tax consequences of buying or selling a business and the art of successfully closing business transactions.

Drawing on a vast 30 years of experience, author Joseph B. Darby III, J.D. – a business and transactional tax law expert – incorporates insightful, real-life examples throughout his coverage of the buying and selling of 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 IRS Code, rulings, and regulations, this resource covers:

  •How tax aspects of the sale of a business can influence negotiations, both in a positive and negative way
  •The areas for "give and take" in any negotiation of tax liability for the sale of a business
  •Strategies related to Installment Sales, Contingent Payments, Goodwill, Consulting Agreements with prior owners, and other methods that can be introduced into a business acquisition
  •Common pitfalls in the negotiation process, including the overlooking of critical tax issues

Practical Guide to Mergers, Acquisitions and Business Sales, Second Edition, is the authoritative but concise and easy-to-understand resource you can rely on.

Table of Contents

Chapter 1: Basic Considerations in Buying or Selling a Business
Chapter 2: Tax Characteristics of the Most Popular Business Entities
Chapter 3: Tax Aspects of Buying and Selling a Sole Proprietorship—Purchase Price Allocation
Chapter 4: Structuring a Sale of Corporate Assets
Chapter 5: Taxable Purchases of C Corporation Stock
Chapter 6: Choosing between an Asset Sale and a Stock Sale
Chapter 7: Tax-Free Acquisitions of Corporate Stock or Assets
Chapter 8: Acquisition and Sale of an S Corporation Business
Chapter 9: Tax Aspects of Buying and Selling a Partnership Business
Chapter 10: Installment Sales, Contingent Payments, and Escrow Arrangements
Chapter 11: Amortization of Intangibles—Code Section 197
Chapter 12: Section 338 and 336(e) Elections
Chapter 13: Post-Acquisition Limitations on NOLs
Chapter 14: Selling the Business to Yourself: Liquidation of a Corporation or Partnership
Chapter 15: Selling the Business to the Business: Corporation and Partnership Redemptions
Chapter 16: Selling the Business to Co-Owners: Shareholders Buy-Sell Agreements
Chapter 17: Compensation, Consulting, Noncompete, and Goodwill
Chapter 18: Selling the Business to Employees: Leveraged Buyouts, ESOPs,and Other Arrangements
Chapter 19: Tax Deferral/Reduction Benefits under CodeSections 1031, 1033, 1044, 1045, and 1202
Chapter 20: Special Tax Issues when Buying and Selling Intellectual Property
Appendix A: Income Tax Tables
Appendix B: AMT Exemption Amounts, Rates and Phase-outs
Case Table
Index