Practical Guide to Mergers, Acquisitions and Business SalesTopics and Contents |
| Basic Considerations in Buying or Selling a Business |
| Tax Characteristics of the Most Popular Business Entities |
| Tax Aspects of Buying and Selling a Sole Proprietorship--The Purchase Price Allocation Paradigm |
| Structuring a Sale of Corporate Assets |
| Taxable Purchases of C Corporation Stock |
| Choosing Between an Asset Sale and a Stock Sale |
| Tax-Free Acquisitions of Corporate Stock or Assets |
| Acquisition and Sale of an S Corporation Business |
| Tax Aspects of Buying and Selling a Partnership Business |
| Installment Sales, Contingent Payments, and Escrow Arrangements |
| Amortization of Intangibles -- Code Sec 197 |
| Section 338 Elections |
| Post-Acquisition Limitations on Use of NOLS |
| Selling the Business to Yourself: Liquidation of a Corporation or Partnership |
| Selling the Business to the Business: Corporation and Partnership Redemptions |
| Selling the Business to Your Co-Owners: Shareholders Buy-Sell Agreements |
| Compensation, Consulting, Non-Compete, and Personal Goodwill Payments |
| Selling the Business to Employees: Leveraged Buyouts, Employee Stock Ownership Plans
and Other Arrangements |
| Tax Deferral/Reduction Benefits Under Code Sections 1031, 1033, 1045
and 1202 |
| Special Tax Issues When Buying and Selling Intellectual Property |