Sale of Closely Held Businesses

EVENT DESCRIPTION

The sale of closely held businesses raises a large number of tax issues. Some sales proceeds are taxed at ordinary income rates rather than capital gain. The structure of the sales transaction affects the buyer's depreciation and amortization going forward. The purchaser may or may not be able to deduct transaction fees related to the acquisition.

This course addresses common tax issues that arise in the sale of non-public companies and other closely held businesses, including the tax treatment of stock sales and asset sales, the election under section 338(h)(10) and the allocation of purchase price, escrow arrangements and earnouts, and the tax treatment of intellectual property and intangible assets all add challenges to planning for and reporting the sale of a closely held business.

Topics Covered

Tax treatment of stock sale vs. asset sale, from buyer and seller's perspective, and reasons for choosing one over the other
Consequences of section 338(h)(10) election
Allocation of purchase price in asset sales
Tax consequences of earnouts and escrow accounts
Tax treatment of intangible assets including intellectual property, covenants not to compete, and goodwill
Sale to family members (related parties)
Spin-offs of separate lines of business and disposition of unwanted assets prior to acquisition
Deferred sales proceeds
Capitalization of transaction costs related to sale of business