Webcast: Buying and Selling Corporate Businesses: Stock Sales (XCBSCSS117)
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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. This course 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. Possible application of IRC 1202, 1042 and 1045 are considered and the possible value of a Section 338, 338(h)(10) or

6/19/2017
When: 06/19/2017
10:30 AM until 2:00 PM
Where: Webcast
CALCPA
4173113A
United States
Presenter: John G. McWilliams, CPA, JD


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AcronymXCBSCSS117
CPE4 hours
VendorCalCPA
Category
Taxation
LevelIntermediate
PrerequisiteAn understanding of the taxation of corporations, S corps and partnerships.
Adv PrepNone
Yellow Book?No
Designed forCPAs and attorneys with at least two years of experience advising owners of privately owned businesses.
Registration
Member$120
CPA Non-Member$188

The Member rate applies to LCPA members, other state society members, and non-CPA staff of LCPA members. To register online, use the ‘Register’ button above. To register by phone, call the LCPA Member Service Center at 800.288.5272 or 504.464.1040, Monday through Friday, 8am to 5pm.

Course Description

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. This course 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. Possible application of IRC 1202, 1042 and 1045 are considered and the possible value of a Section 338, 338(h)(10) or 336(e) election is evaluated.

Materials are provided as an ebook.

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 Topics

  • Stock sale vs. asset sale.
  • S corp versus C corp.
  • '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.