BUYING AND SELLING TAX CONSEQUENCES

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BUYING AND SELLING-TAX CONSEQUENCES

• Speaker
• Robert J. Sullivan

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BUYING AND SELLING -TAX CONSEQUENCES

• Importance of type and status of seller
• C corp, S corp, LLC, partnership, proprietorship
  
• Available losses

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BUYING AND SELLING -TAX CONSEQUENCES

• Importance of type of buyer
• Public company
• Closely held company.

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BUYING AND SELLING -TAX CONSEQUENCES

• Types of transactions
• Stock sale
• Asset sale
• Exchange of shares
• Stock sale/asset sale election

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BUYING AND SELLING -TAX CONSEQUENCES

• Observations
• Sellers Generally want capital gains and/or
  deferral.
• Buyers Generally want either immediate and
  future tax write-offs,
• or
• Minimal negative impact on future
  earnings.

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BUYING AND SELLING -TAX CONSEQUENCES

• Questions to be addressed by buyer
• Are tax attributes such as net operating losses
  available?
• If so, can they be salvaged?
• Is there concern about reducing future reported
  earnings?
• Is future tax savings a major factor?

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BUYING AND SELLING -TAX CONSEQUENCES

• Questions to be addressed by sellers
• Can/should tax be deferred?
• Can deal be structured for pure capital gain?
• Is risk in accepting deferred payment
  determinable?
• Is risk in accepting deferred payment acceptable?