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Practical Guide to Mergers, Acquisitions and Business Sales (2nd edition)

Practical Guide to Mergers, Acquisitions and Business Sales (2nd edition)

Author: Joseph B. Darby III J.D.
Publisher: Aspen
ISBN: 9780808018841
Published In: October 2008
Format: Paperback , 500 pages
Jurisdiction: U.S. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Buying and selling a business is a challenging process. It involves rituals and interactions that are sometimes eerily similar to the courtship dynamic between a human couple. While many business courtships end in an economic marriage, plenty of others fail and for a variety of reasons. Many unsuccessful business negotiations could have made sense, but ultimately floundered, because negotiations went badly awry at some crucial point. CCH’s brand-new Practical Guide to Mergers, Acquisitions and Business Sales by seasoned business transaction attorney and author, Joseph B. Darby III, J.D., not only explains the tax aspects of buying and selling a business, but examines the special art of closing major business transactions successfully through an understanding of the tax consequences of the deal.

There also are two other parties with a major economic stake in a business merger, acquisition or sale: the federal government and (usually at least one) state government. The role of a tax adviser on an business acquisition transaction is to make everyone aware that there are two "silent partners" in the room at all times and that the Buyer and Seller have a common interest in cutting the silent partners out of the deal or reducing their take. The purpose and mission of Practical Guide to Mergers, Acquisitions and Business Sales is to teach practitioners and business stakeholders how to pare the tax costs of transactions to the absolute minimum, within the boundaries of ethical and appropriate tax reporting.
§         Basic Considerations in Buying or Selling a Business

§         Tax Characteristics of the Most Popular Business Entities

§         Tax Aspects of Buying and Selling a Sole Proprietorship--The Purchase Price Allocation Paradigm

§         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 Sec 197

§         Section 338 Elections

§         Post-Acquisition Limitations on Use of 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 Your Co-Owners: Shareholders Buy-Sell Agreements

§         Compensation, Consulting, Non-Compete, 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