Practical Guide to Mergers, Acquisitions and Business Sales

Front Cover
CCH, 2006 - 512 pages
"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."--Publisher's website.
 

Contents

Chapter
1
Payment Now Versus Payment Later 150
7
LLCsGeneral PartnershipsLimited Liability PartnershipsLimited
14
Hypothetical Situations Illustrating Tax Issues in the Sale of
16
Hypothetical Situations Illustrating How the Choice of Entity Affects
20
Purchase Price Allocation Paradigm
27
Sellers Holding Period for Property 320
42
Structuring a Sale of Corporate Assets
65
Interaction of Code Sec 338 h 10 and Section 453 Installment Sales 1250
310
PostAcquisition Limitations on Use of NOLS
313
Special Rules Regarding Options 1320
319
Code Sec 382Special Rules for Builtin Gains and Losses 1330
320
or Partnership
325
Comparing C and S Corporations 1410
326
Tax Issues on Liquidation of an S Corporation 1460
333
Partnership Redemptions
335

Tax Consequences to Selling C Corporations Shareholders 430
75
Hypothetical Situations Illustrating How to Structure a Taxable Sale
82
Taxable Purchases of C Corporation Stock
99
6
105
Hypothetical Situations Illustrating the Tax Consequences of a Stock
114
Choosing Between an Asset Sale and a Stock Sale
135
7
142
Acquisition and Sale of an S Corporation Business
173
General Requirements Imposed on All Types of TaxFree
179
Code Sec 355Spinoffs Splitoffs and Splitups 760
193
TaxFree Reorganizations Involving S Corporations 780
200
Chapter 8Acquisition and Sale of an S Corporation
215
Tax Issues under Code Sec 1362 and 1375 830
227
Chapter 9Tax Aspects of Buying and Selling a Partnership
233
Contributing Partners Basis and Holding Period in a Partnership
239
Partnership Distributions 945
246
Liquidation of Partnership Interests 975
253
Chapter 10Installment Sales Contingent Payments
261
H231
266
EarnOuts and Other Contingent Payment Transactions 1020
271
Indemnifications Escrows 1030
279
Amortization of IntangiblesCode Sec 197
285
Rules Applicable to Computer Software 1130
291
Elections
297
16
341
Constructive Ownership Rules 1530
342
Tax Consequences for BuyerSeeking Maximum Tax Benefit
350
Sell Agreements
351
Using Life Insurance to Fund Buyouts on Death Tax Related
355
Alternative Structures to a Conventional CrossPurchase
361
17
366
Chapter 17Compensation Consulting Noncompete
371
18
377
Sale of Personal GoodwillThe Argument for Capital Gain Treatment 1730
378
Employee Stock Ownership Plans and Other Arrangements
387
Legal Requirements and Tax Attributes of an ESOP 1830
395
More Technical Discussion of Certain Specific Tax Benefits
404
Chapter 19Tax DeferralReduction Benefits under Code
415
20
419
Code Sec 1045 Election to Not Recognize Gain on Sale of Qualified
432
Code Sec 1044 1950
441
Property
443
Taxation of Trademarks and Trade Names 2030
460
Computer Software 2060
472
Case Table
479
Index
497
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