Buying and Selling Corporate Businesses: Asset Sales Webcast | 4203114D

Date :
December 2, 2020 8:30 AM - 12:00 PM
Location :
Virtual Learning+
Facility :
Webcast Event
Level of Difficulty :
Member Price :
Nonmember Price :
CPE Credits :
CPE 4.00, MCLE 3.00, IRS-TX 4.00, MCLE LS-TX 3.00, CTEC-TX 4.00
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Review the sale of both C corps and S corps, including planning related to a possible liquidation after the asset sale. Plus, identify tax and non-tax differences between an asset sale and a stock sale.

The sale of a corporate business by selling the assets is a situation where effective tax planning can reduce the tax cost to both the buyer and seller. We'll discuss the use of compensation for services, covenants not to compete, personal goodwill and contingent consideration.


  • Identify tax and non-tax differences between an asset sale and a stock sale.
  • Determine possible benefits from using compensation arrangements, covenants not to compete, personal goodwill and contingent consideration.
  • Identify the differences between selling the assets of an S corp compared to a C corp.
  • Recognize the tax significance and relevant legal authority related to allocation of purchase price among the assets purchased.
  • Recall the law applicable to "purchased intangibles."
  • Identify tax considerations related to asset sales after the death of the shareholder.

Major Subjects:

  • Stock sale vs. asset sale: tax and non-tax differences.
  • Compensating the selling shareholders for services performed.
  • Covenants not to compete.
  • Personal goodwill.
  • Contingent consideration.
  • Built-in gain planning.
  • Installment sales.
  • Allocation of purchase price among the assets.
  • Planning when target has net operating losses or tax credits.

Advanced Prep:


Misc. Information:

Level of Difficulty:
Field of Interest:

An understanding of the taxation of individuals, corporations, S corporations and partnerships or at least two years of experience in advising privately owned businesses.

Designed For:

CPAs and attorneys.


John G McWilliams, CPA, Esq.

John McWilliams, CPA, Esq. 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. His 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.

McWilliams has been active in CalCPA, having served as president of the San Francisco Chapter, chair of the Financial Literacy Initiative, member of the CalCPA Board of Directors serving as Vice Chair, and member of the Accounting Education Committee. He has served as a California representative to the AICPA Council, and as a member of two AICPA Tax Division Technical Resource Panels (Corporations, and Shareholders and Partnerships). McWilliams is the original author of two chapters of the CCH Expert Treatise Library: “Federal Taxation of Corporations,” and “Shareholders.”


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