Practical Guide to Mergers, Acquisitions and Business Sales

Front Cover
"Buying and selling a business is a challenging process. It involves rituals and interactions that are sometimes eerily similar to the courtship dynamic between a human couple. While many business courtships end in an economic marriage, plenty of others fail and for a variety of reasons. Many unsuccessful business negotiations could have made sense, but ultimately floundered, because negotiations went badly awry at some crucial point. CCH's brand-new Practical Guide to Mergers, Acquisitions and Business Sales by seasoned business transaction attorney and author, Joseph B. Darby III, J.D., not only explains the tax aspects of buying and selling a business, but examines the special art of closing major business transactions successfully through an understanding of the tax consequences of the deal. ; There also are two other parties with a major economic stake in a business merger, acquisition or sale: the federal government and (usually at least one) state government. The role of a tax adviser on an business acquisition transaction is to make everyone aware that there are two "silent partners" in the room at all times and that the Buyer and Seller have a common interest in cutting the silent partners out of the deal or reducing their take. The purpose and mission of Practical Guide to Mergers, Acquisitions and Business Sales is to teach practitioners and business stakeholders how to pare the tax costs of transactions to the absolute minimum, within the boundaries of ethical and appropriate tax reporting."--Publisher's website.
 

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Contents

Chapter
1
Payment Now Versus Payment Later 150
7
LLCsGeneral PartnershipsLimited Liability PartnershipsLimited
14
Hypothetical Situations Illustrating Tax Issues in the Sale of
16
Hypothetical Situations Illustrating How the Choice of Entity Affects
20
Purchase Price Allocation Paradigm
27
Sellers Holding Period for Property 320
42
More Technical Discussion of Certain Specific Tax Benefits
54
Chapter 12Section 338 Elections
297
Interaction of Code Sec 338h10 and Section 453 Installment Sales 1250
310
Basic Statutory Framework for Code Sec 338g Election 1210
313
Special Rules Regarding Options 1320
319
Code Sec 382Special Rules for Builtin Gains and Losses 1330
320
or Partnership
325
Comparing C and S Corporations 1410
326
Tax Issues on Liquidation of an S Corporation 1460
333

Chapter 4Structuring a Sale of Corporate Assets
65
Tax Consequences to Selling C Corporations Shareholders 430
75
Hypothetical Situations Illustrating How to Structure a Taxable Sale
82
Chapter 5Taxable Purchases of C Corporation Stock
99
Tax Consequences to the Target Corporation 520
105
Hypothetical Situations Illustrating the Tax Consequences of a Stock
114
Chapter 6Choosing Between an Asset Sale and a Stock Sale
135
Chapter 7TaxFree Acquisitions of Corporate Stock
173
General Requirements Imposed on All Types of TaxFree
179
Code Sec 355Spinoffs Splitoffs and Splitups 760
193
TaxFree Reorganizations Involving S Corporations 780
200
Chapter 8Acquisition and Sale of an S Corporation
215
Tax Issues under Code Sec 1362 and 1375 830
227
Chapter 9Tax Aspects of Buying and Selling a Partnership
233
Contributing Partners Basis and Holding Period in a Partnership
239
Partnership Distributions 945
246
Liquidation of Partnership Interests 975
253
Arrangements
261
EarnOuts and Other Contingent Payment Transactions 1020
271
Indemnifications Escrows 1030
279
Chapter 11Amortization of IntangiblesCode Sec 197
285
Rules Applicable to Computer Software 1130
291
Partnership Redemptions
335
Tax Treatment of Redeeming Corporation 1540
344
Tax Consequences for BuyerSeeking Maximum Tax Benefit
350
Using Life Insurance to Fund Buyouts on Death Tax Related
355
Alternative Structures to a Conventional CrossPurchase
361
Incidents of Ownership in Life Insurance 1680
369
Goodwill Payments
371
Covenants NottoCompete 1720
376
Accumulated Earnings Problems 1750
382
Employee Stock Ownership Plans and Other Arrangements
387
Leveraged BuyoutsSummary of Structuring and Tax Issues 1810
388
Legal Requirements and Tax Attributes of an ESOP 1830
395
Summary and Hypothetical Examples Involving ESOPTransactions 1870
406
Chapter 19Tax DeferralReduction Benefits under Code
415
Code Sec 1045 Election to Not Recognize Gain on Sale of Qualified
432
Property
443
Taxation of Patents 2020
449
Taxation of Trademarks and Trade Names 2030
460
Computer Software 2060
471
CaseTable
479
Index
497
Copyright

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