BarbriSFCourseDetails
  • videocam On-Demand
  • signal_cellular_alt Intermediate
  • card_travel Tax Law
  • schedule 90 minutes

Asset Sale vs. Stock Sale: Tax Considerations, Advanced Drafting, and Structuring Techniques for Tax Counsel

$347.00

This course is $0 with these passes:

CLE
CPE
ALL
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Description

The purchase or sale of a business is often a long, drawn-out process, complicated by the different priorities of the buyer and seller. As a general rule, sellers prefer a stock sale, while buyers prefer an asset sale. However, there are circumstances where these general guidelines do not apply.

Tax counsel advising buyers or sellers must understand the tax ramifications of any planned transaction at the outset to structure the deal in the most tax-efficient way possible.

Factors such as the type of entity for sale and whether the target company is part of an affiliated group filing a consolidated tax return impact the provisions in the agreement. Also, certain elections may be available or advisable in a stock sale. Sophisticated analyses regarding purchase price allocations or transfer tax determinations might be necessary for asset sales.

Listen as our experienced panel provides an in-depth exploration into the negotiating and essential drafting techniques of the purchase and sale of a business from the perspective of both buyer and seller.

Presented By

Joe C. Mandarino
Partner
Smith Gambrell Russell

Mr. Mandarino's practice focuses on corporate, tax and finance law. He is involved with a wide variety of businesses and transactions, including experience with compliance, planning and M&A activities for partnerships, individuals and corporations. Mr. Mandarino’s practice also includes representation in tax controversy work. He writes and speaks extensively on a wide range of business, tax and finance topics.

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Myra A. Sutanto Shen
Partner
Wilson Sonsini Goodrich & Rosati

Ms. Sutanto Shen focuses her practice on tax. She represents public and private companies in connection with federal income tax planning for a variety of corporate transactions in domestic and cross-border settings, including corporate formations, financings and restructurings, equity offerings, and mergers and acquisitions.

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Credit Information

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

  • BARBRI is a NASBA CPE sponsor and this 90-minute webinar is accredited for 1.5 CPE credits.

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


  • Live Online


    On Demand

Date + Time

  • event

    Thursday, February 22, 2024

  • schedule

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

  1. Seller's considerations in negotiating the transaction
  2. Buyer's considerations in negotiating the transaction
  3. Impact of the target company's characteristics
  4. Impact of elections under IRC 338, 336(e), and Treas. Reg. 1.1502-36(d)
  5. International tax and state/local tax considerations
  6. Contractual protections

The panel will review these and other critical issues:

  • What impact does entity type have on the buyer's and seller's perspective in a sale?
  • What are the circumstances in which an asset sale would benefit a seller?
  • Under what circumstances would a stock sale benefit a purchaser?
  • How to structure an IRC 338(h)(10) compliant document
  • How to properly negotiate and draft tax indemnification provisions in a sale agreement
  • Best practices for negotiating and drafting purchase price allocation in the sale agreement

 

Learning Objectives

After completing this course, you will be able to:

  • Determine the advantages and disadvantages of selling or purchasing a business as either an asset sale or a stock sale
  • Identify tax indemnification provisions relevant to the transaction structure
  • Distinguish between the interests of buyers and sellers in making purchase price allocation
  • Recognize key characteristics of a target company
  • 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 professional firm experience at mid-level within the organization, preparing complex tax structures for businesses; supervisory authority over other professionals. Knowledge and understanding of business structures, purchase price allocation, tax indemnification provisions. Familiarity with basic concepts related to assets and stock sales.

BARBRI 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

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

BARBRI CE webinars-powered by Strafford-are backed by our 100% unconditional money-back guarantee: If you are not satisfied with any of our products, simply let us know and get a full refund. Contact us at 1-800-926-7926 .