Critical Tax Considerations for Installment Sale Transactions: Deal Structures and Planning Techniques for Tax Counsel

BarbriSFCourseDetails

Course Details

Course Information

smart_display Format
On-Demand
signal_cellular_alt Difficulty Level
Intermediate
work Practice Area
Tax Law

Date & Time

event Date
Wednesday, March 27, 2024
schedule Time
1:00 p.m. ET./10:00 a.m. PT
timer Program Length
90 minutes

Credit Information

This 90-minute webinar is eligible in most states for 1.5 CLE credits.
BARBRI is a NASBA CPE sponsor and this 110-minute webinar is accredited for 2.0 CPE credits.
BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).

$347.00

This CLE/CPE webinar will guide counsel and tax professionals on critical tax provisions that could substantially affect the structuring and planning of installment sale transactions for business acquisitions. The panel will discuss critical tax provisions under current tax law for installment sales, certain tax-related aspects of M&A negotiations requiring careful considerations, and best practices to avoid tax pitfalls for M&A deals structured as installment sale transactions.

Faculty

Elizabeth Fialkowski Stieff

Partner

Venable LLP

Ms. Stieff focuses her practice on tax advisory and planning matters for domestic entities and individuals. She regularly provides transactional tax advice on a range of matters, including mergers, acquisitions, dispositions, joint ventures, private equity transactions, and fund formation. Ms. Stieff also works with clients on business formation and operational issues, including choice of entity, capital raises, equity incentive planning, and the like. In addition, she has experience working with clients to structure investments and transactions involving real estate investment trusts and qualified opportunity zone funds.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

The purchase or sale of a business is often a long, drawn-out process, complicated by the different priorities of the buyer and seller. As a general rule, sellers prefer a stock sale, while buyers prefer an asset sale. However, an added layer of complexity occurs if such transactions are structured as installment sale transactions which may result in unintended tax implications if not structured correctly.

Tax counsel advising buyers or sellers must understand the tax ramifications of any planned installment sale transaction at the outset to structure the deal in the most tax efficient way possible.

Generally, factors such as the type of entity for sale, limitations on the deductibility of interest, the use of NOLs, a required withholding tax on the purchase price paid in certain transactions, the imposition of the transition tax, and other factors may impact the structuring and provisions in the agreement. However, for installment sale transactions, other items such as the allocation of consideration for assets being sold under Section 1060 and related regulations, use of a one-day note in an installment sale, and opting out of installment sale reporting must be considered.

Listen as our experienced panel provides an in-depth exploration into negotiating and essential drafting techniques of the purchase and sale of a business from the perspective of both buyer and seller as well as key tax considerations in an installment sale transaction.

Outline

Structuring installment sale transactions in M&A
- Seller's considerations in negotiating the transaction
- Buyer's considerations in negotiating the transaction
- Contractual protections
Key tax implications and planning strategies
- Federal tax benefits and challenges
- State tax considerations and limitations
- Opting out of installment sale reporting
Scenarios and best practices for counsel and tax professionals

Benefits

The panel will review these and other critical issues:

Key tax considerations when negotiating and structuring installment sale transactions in M&A
How to properly negotiate and draft tax indemnification provisions in a sale agreement
Key issues and pitfalls to avoid from both seller and buyer perspectives
Federal and state tax pitfalls to avoid
Pros and cons of opting out of installment sale reporting
Best practices for M&A counsel and tax professionals

NASBA Details

Learning Objectives

After completing this course, you will be able to:

Identify the tax laws impacting M&A transactions
Recognize methods to avoid tax pitfalls in installment sale transactions
Determine the advantages and disadvantages of selling or purchasing a business as either an asset sale or a stock sale
Identify tax indemnification provisions relevant to the transaction structure
Recognize key characteristics of a target company

Field of Study: Taxes
Level of Knowledge: Intermediate
Advance Preparation: None
Teaching Method: Seminar/Lecture
Delivery Method: Group-Internet (via computer)
Attendance Monitoring Method: Attendance is monitored electronically via a participant's PIN and through a series of attendance verification prompts displayed throughout the program
Prerequisite: Three years+ business or public firm experience at mid-level within the organization, preparing complex tax forms and schedules; supervisory authority over other preparers/accountants. Working knowledge of partnership/corporate structure, debt financing, merger, and liquidation.

Strafford Publications, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of Accountancy have final authority on the acceptance of individual courses for CPE Credits. Complaints regarding registered sponsons may be submitted to NASBA through its website: www.nasbaregistry.org.