BarbriSFCourseDetails
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Course Details

Course Information
  • smart_display Format

    Live Online with Live Q&A

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Tax and Accounting

Date & Time
  • event Date

    Thursday, May 8, 2025

  • 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 provide guidance – applicable to counsel, accountants and the businesspeople driving the deal – on key tax considerations for the allocation of purchase price in the context of an M&A transaction. An allocation is warranted (arguably necessary) in a wide array of purchases and dispositions, whether of assets or companies, and has important economic implications to all parties to the transaction.

Faculty

Hochenberg Malcolm
Shareholder
Proskauer Rose LLP

Mr. Hochenberg is a partner in the Tax Department. His practice involves helping clients achieve all tax and other commercial objectives in an array of industries. Mr. Hochenberg often works with companies in the context of an M&A transaction and then becomes a day-to-day advisor to the organization and/or its owners. He also has extensive experience restructuring companies in distressed and non-distressed situations.

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Description

Buyers and sellers have many different priorities as they work to complete an M&A transaction – the allocation of purchase price as applied for tax reporting purposes should be one of them. In all but certain purchases of C corporations or S corporations, some allocation of the overall purchase price is relevant to the tax consequences to the parties. By “allocation” we typically mean identifying how much of the overall purchase price is attributable to the individual categories of assets (such as inventory, property, plant & equipment, and intangibles) that comprise an acquired business.

The allocation directly impacts the taxes due by seller in the transaction, and the tax benefits that the purchaser may derive from its acquisition. It can also have knock-on effects on transfer taxes, and accounting implications. Parties typically strive to agree (in the purchase contract) to a single allocation, and there is the potential for them to have adverse interests. The allocation may also prove to be more important to one party than the other, based on their tax profiles or for other reasons.

Listen as our experienced panel provides an in-depth exploration into the purchase price allocations in a sale of a business, the federal income tax implications for buyers and sellers, the reporting responsibilities, and how to anticipate and navigate issues with potential counterparties.

Outline

  1. What is a purchase price allocation and when is it relevant
  2. What are the kinds of assets to which an allocation is made
  3. What is at stake for sellers
  4. What is at stake for buyers
  5. How to navigate the allocation issue with your counterparty
  6. Contractual protections and tax reporting

Benefits

The panel will review these and other critical issues:

  • What is a purchase price allocation and when is it relevant?
  • What impact do purchase price allocations have on the buyers and sellers in a sale?
  • How to anticipate and work through issues with your counterparty, and ways to address allocation in a sale agreement
  • Best practices for tax reporting

NASBA Details

Learning Objectives

After completing this course, you will be able to

  • 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
  • Distinguish between the interests of buyers and sellers in making purchase price allocation
  • Recognize key characteristics of a target company

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.

IRS Approved Provider

Strafford is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).