Buying and Selling Corporate Businesses: Stock Sales 2024
4.00 Credits
Member Price $159
Non-Member Price $209
Overview
Considers the sale of the stock of both C corporations and S corporations to accomplish the sale of a business. Discuss the use of compensation for services, covenants not to compete, personal goodwill and contingent consideration, and installment sales. Expertise in the sale of a corporate business by selling corporate stock can result in effective tax planning, reducing the tax cost to both the buyer and the seller. Also, consider the possible application of IRC 1202, 1042 and 1045. The possible value of a Section 338, 338(h)(10) or when 336(e) elections are considered.
Highlights
- Stock sale vs asset sale
- S corporation versus C corporation
- Sale of Qualified Small Business Stock (IRC 1202 and 1045)
- "Survival" of net operating losses and tax credit carryforwards
- Planning regarding S corporation suspended losses
- Section 338, 338(h)(10) or 336(e) elections
- Qualified Subchapter S Subsidiary Election ( QSUB election)
- S corporation election termination planning
- Stock redemptions related to a stock sale
Prerequisites
An understanding of the taxation of individuals, C corporations, S corporations and partnerships.
Designed For
CPAs and attorneys.
Objectives
- Determine tax and non-tax differences between a stock sale and an asset sale
- Identify benefits from using compensation arrangements, covenants not to compete, personal goodwill and contingent consideration
- Recognize differences between selling the stock of a C corporation compared to an S corporation
- Identify benefits of Sections 1042, 1045 and 1202
- Recall S corporation tax planning opportunities related to suspended losses, installment sales and termination of S corporation status
Preparation
None
Leader(s):
Leader Bios
John McWilliams, CalCPA Education Foundation
<b.John McWilliams, CPA, JD, is Professor of Accounting at Golden Gate University. Previously he was a Professor of Accounting at San Francisco State University. He began his career as a tax adviser with a Big Four CPA firm. For more than 30 years, while teaching, he has been a tax adviser to lawyers and CPAs regarding the tax matters of their clients. Areas of expertise include tax issues related to buying and selling privately held businesses, financially troubled businesses, business restructuring and reorganization and ownership succession to employees or family members. Mr. McWilliams is active in CalCPA, having served as president of the San Francisco Chapter, chair of the Financial Literacy Initiative, a member of the CalCPA Board of Directors serving as Vice Chair. He is currently a member of the Taxation Committee, the Financial Literacy Committe, and the Accounting Education Committee. He has served as a California representative to the AICPA Council and is currently a member of the AICPA Financial Literacy Commission. Mr McWilliams is author of two chapters of the CCH Expert Treatise Library : Federal Taxation of Corporations & Shareholders.
Non-Member Price $209
Member Price $159