Buying and Selling Corporate Businesses: Stock Sales Webcast | 4203113D

Date :
December 2, 2020 12:30 PM - 4:00 PM
Location :
Virtual Learning+
Facility :
Webcast Event
Level of Difficulty :
Intermediate
Member Price :
149.00
Nonmember Price :
199.00
CPE Credits :
CPE 4.00, MCLE 3.00, IRS-TX 4.00, CTEC-TX 4.00
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Considers the sale of both C corps and S corps. Discuss the use of compensation for services, covenants not to compete, personal goodwill and contingent consideration, as well as the use of installment sales.

Expertise in the sale of a corporate business by selling corporate stock is a situation where effective tax planning can reduce the tax cost to both the buyer and the seller. Also, consider the possible application of IRC 1202, 1042 and 1045, and the possible value of a Section 338, 338(h)(10) or when 336(e) election is evaluated.

Objectives:

  • Determine tax and non-tax differences between a stock sale and an asset sale.
  • Identify possible benefits from using compensation arrangements, covenants not to compete, personal goodwill and contingent consideration.
  • Recognize differences between selling the stock of a C corp compared to an S corp.
  • Identify possible benefits of Section 1042, 1045 and 1202.
  • Recall S corp tax planning opportunities related to suspended losses, installment sales and termination of S corp status.
  • Recognize when a QSUB election is beneficial.
  • Determine how a stock redemption could be used related to a stock sale.

Major Subjects:

  • Stock sale vs asset sale
  • S corp versus C corp
  • Sale of Qualified Small Business Stock (IRC 1202 and 1045)
  • "Survival" of net operating losses and tax credit carryforwards
  • Planning regarding S corp suspended losses
  • Section 338, 338(h)(10) or 336(e) elections
  • QSUB election
  • S corp election termination planning
  • Stock redemptions related to a stock sale

Advanced Prep:

None.

Misc. Information:

N/A
Level of Difficulty:
Intermediate
Field of Interest:
Taxes
Prerequisites:

An understanding of the taxation of individuals, corporations, S corps and partnerships.

Designed For:

CPAs and attorneys.

Instructors

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.”

Materials:

  • Materials - ebook