A business conducted as a C corporation can be purchased through an asset acquisition or a stock acquisition. In an asset acquisition, the buyer purchases the business by purchasing the assets that make up the C corporation's ongoing business. In a stock acquisition, the buyer purchases the stock of the C corporation that owns all or a majority of the business assets. The seller and the buyer are usually at odds over how to structure the acquisition. Tax practitioners advising their business clients should be fully conversant in the tax rules that apply to stock and asset acquisitions. Discussing and explaining those rules is the focus of this course.
Learning Objectives
- Advise owners of C corporations and those wishing to acquire C corporations of the tax consequences associated with an asset or stock acquisition
Major Topics
- Advantages and disadvantages to buyer and seller of an asset acquisition and a stock acquisition
- Tax treatment of consulting agreements and covenants not to compete
- Sale of personal goodwill associated with an asset acquisition
- Tax consequences associated with a stock acquisition and an asset acquisition
- Acquisitive reorganizations
- Non-tax issues that must be considered when a corporation is acquired
