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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Tax Law

Date & Time
  • event Date

    Thursday, January 23, 2020

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

  • BARBRI is a NASBA CPE sponsor and this 110-minute webinar is accredited for 2.0 CPE credits.

  • BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).

$347.00
CLE
CPE
ALL

This CLE/CPE course will discuss an important and revitalized area of tax law--goodwill in corporate asset sales. Our panelists will provide attendees with the techniques necessary for the appropriate and beneficial use of goodwill to provide clients with tax planning opportunities.

Faculty

Steven D. Bortnick
Partner
Troutman Pepper Hamilton Sanders LLP

Mr. Bortnick is a partner in the firm's tax practice group and focuses his practice on domestic and international tax and private equity matters. He handles a broad range of cross-disciplinary transactions, including asset, stock, cross-border and domestic acquisitions, tax-free spinoffs, recapitalizations and reorganizations.

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Howard S. Goldberg
Partner
Troutman Pepper Locke LLP

Mr. Goldberg focuses on tax planning for domestic and international transactions. His practice includes advising on mergers, acquisitions, reorganizations, dispositions, private equity transactions, capital markets transactions and restructurings in and out of bankruptcy. He is a frequent speaker on a variety of transactional tax matters.

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Description

The inclusion of goodwill in a business' asset sale can significantly reduce the tax liability of the sale. However, counsel and tax advisers must take care to ensure that the sale of the goodwill is respected by taking specific steps before and during the transaction.

Complexities arise in the characterization of the goodwill. The beneficial tax planning opportunities stem from the treatment of goodwill as personal goodwill, as opposed to business goodwill. Distinguishing the two is often complicated and fact-specific, and both can complicate valuation.

Listen as our experienced panel carefully reviews the tax benefits of the inclusion of goodwill, how to distinguish between personal and business goodwill, pre-acquisition and acquisition transfers, allocation, valuation, and negotiation strategies. Attendees will leave with another tool that will benefit their clients' tax position.

Outline

  1. Tax benefits of personal goodwill
  2. Types of goodwill
    1. Personal
    2. Business
  3. Transfers of goodwill
    1. Pre-acquisition
    2. Acquisition
  4. Allocations of consideration to goodwill
  5. Valuation considerations
  6. Negotiation best practices

Benefits

The panel will review these and other key issues:

  • How may the allocation of consideration to personal goodwill benefit the taxpayer in an asset sale of a business?
  • What are best practices to implement to ensure the IRS respects the allocation to personal goodwill?
  • How differentiate between personal and business goodwill?
  • What are best practices when considering the payment of consideration for personal goodwill in the negotiation and documentation phases of the transaction?

NASBA Details

Learning Objectives

After completing this course, you will be able to:

  • Distinguish between personal and business goodwill for purposes of valuation
  • Determine the proper allocation of goodwill upon acquisition
  • Identify best practices in negotiating asset sales
  • Recognize the tax benefits of personal goodwill

  • Field of Study: Taxes
  • Level of Knowledge: Intermediate
  • Advance Preparation: None
  • Teaching Method: Seminar/Lecture
  • Delivery Method: Group-Internet (via computer)
  • Attendance Monitoring Method: Attendance is monitored electronically via a participant's PIN and through a series of attendance verification prompts displayed throughout the program
  • Prerequisite: Three years+ business or public firm experience at mid-level within the organization, preparing complex tax forms and schedules; supervisory authority over other preparers/accounts. Knowledge and understanding corporate structure, related tax return schedules, and related party transactions.

Strafford Publications, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of Accountancy have final authority on the acceptance of individual courses for CPE Credits. Complaints regarding registered sponsons may be submitted to NASBA through its website: www.nasbaregistry.org.

IRS Approved Provider

Strafford is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).