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, 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.
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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