Total Credits: 8 including 1 Auditing, 7 Taxes
There’s a lot to consider when buying or selling a business: representations, covenants and indemnities regarding taxes; taxable versus non-taxable acquisition forms; capital gains versus ordinary income; amortization of intangibles; penalty taxes for excess “parachute” payments and possible exceptions; non-qualified deferred compensation programs and penalty taxes for non-compliance; possible limitations on target company losses; triggering built-in gains into income. And, there are significant dollars at stake in what may be one of the biggest transactions your client will ever undertake. Our panel of experts will make sense of it all for you!
One of the most important ways that CPAs can assist their clients is in the sale or purchase of a business. There are many details that must be considered and executed. Our panel of experts will explain the process from beginning to end.
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|acpen_signature_2017-a_cpas_guide_to_the_purchase_and_sale_of_a_business-manual (17.05 MB)||246 Pages||Available after Purchase|
C. Clinton Davis, JR. practices law in the Dallas, Texas law firm of Krage & Janvey, L.L.P. He was licensed in Texas in 1982, has been Board Certified in Tax Law by the Texas Board of Legal Specialization since 1988 and is a member of the College of the State Bar of Texas. He has also been licensed as a Certified Public Accountant in Texas since 1980 and as an attorney in Florida since 1980. Mr. Davis attended law school at Southern Methodist University and received his Juris Doctor degree, cum laude, in 1980. At SMU, Mr. Davis was selected to membership in the Order of the Coif, an honor society limited to graduates in the top 10% of the graduating class. Mr. Davis received his bachelor of science degree in accounting from Northwestern State University of Louisiana where he graduated first in his class. Mr. Davis is a frequent speaker at CPE programs and conferences. He is the author of the TSCPA programs Principles of LLC and Partnership Taxation: An Introduction to Subchapter K, Navigating the LLC and Partnership Allocation and Basis Minefield, and LLC and Partnership Taxation for the Sophisticated Practitioner.
James A. Smith, CPA, serves as Managing Director of Smith, Jackson, Boyer & Bovard, PLLC, a Dallas based, full service Certified Public Accounting firm. Mr. Smith began his career with a major international accounting firm where he served in both the audit and tax divisions. Mr. Smith has appeared as a featured commentator on all four Dallas/Ft. Worth network news stations, including three and one-half years as a featured business commentator on KXAS, TV5; on the TSCPA “CPAs on Call” state wide tax television program; and on various radio news programs. He has conducted seminars on tax and financial planning for the Dallas Chapter of the TSCPA and stock brokerage firms and life insurance companies, and on marketing and practice management for the TSCPA, the North Carolina Association of CPAs, the Arkansas Society of CPAs, the Pennsylvania Institute of CPAs, and the American Institute of CPAs. Mr. Smith served as Chair of the Texas Society of CPAs (TSCPA) for the 2007-2008 year, and as a member of its Executive Board and its Board of Directors. He is currently serving a three year term as an elected member of the American Institute of CPAs (AICPA) Council and is an appointed member of the AICPA Accounting and Review Services Committee. In recognition of his service, Mr. Smith has been named by the TSCPA as Outstanding Steering Committee Chairman for the year 1999-2000, Outstanding Committee Chairman for the year 1995-1996, and Outstanding Committee Member for the Year 1992-1993 and 1995-96. The Dallas Chapter of the TSCPA also named him CPA of the Year for 1999-2000. Mr. Smith is a Certified Public Accountant in the state of Texas and is a graduate of Southern Methodist University with a BBA in Accounting and Economics.
Thomas G. Hineman, JD, is an attorney with the Dallas law firm of Meadows, Collier, Reed, Cousins, Crouch & Ungerman, L.L.P. Mr. Hineman is Board Certified in Tax Law by the Texas Board of Legal Specialization. His practice involves business and personal tax planning, tax and business planning for partnerships, limited liability companies, and corporations, securities related federal income tax disclosures, and family business and estate planning. Mr. Hineman frequently counsels clients with respect to formation and operation of limited partnerships and limited liability companies, as well as business succession planning in conjunction with the client’s wealth transfer planning. He is also experienced in the planning and implementation of business acquisitions, mergers and restructuring, including both corporations and partnerships. Although Mr. Hineman’s practice is centered on tax planning, he often assists in the planning and tax analysis associated with tax litigation matters involving complex substantive tax issues. Mr. Hineman has considerable experience in personal as well as business tax planning, including tax planning for recovery of damage awards, compensation tax planning, and estate and gift tax planning. Mr. Hineman has lectured frequently on a variety of tax planning topics, including tax planning for business acquisitions, oil and gas tax planning, and implementation of family limited partnerships and limited liability companies. Mr. Hineman was admitted to practice in Texas in 1974.
Ronnie C. McClure, PhD, CPA has worked in the individual, family, corporate, partnership, trust, and non-profit sectors of tax law for more than thirty years. He has taught federal taxation at the university graduate school level and conducted hundreds of seminars, speaking on a wide range of tax and estate planning topics important to businesses, families, private foundations, and public charities. Through his guidance, Ronnie's individual, corporate, and charitable organization clients have benefited from his expertise by knowing that his counsel is based on sound principles and background. Ronnie has written and edited over two dozen continuing professional education courses for accountants and attorneys on a wide range of federal income and wealth transfer tax topics, and has spoken throughout the nation on these issues. Ronnie is very active in his community both professionally and personally. He is currently Vice President of the Dallas Estate Planning Council, a member of the American Counseling Association, and the International Association of Marriage and Family Counselors. He has volunteered his time by serving on the governing boards of numerous charitable organizations and is currently on the Advisory Council of Communities Foundation of Texas. He studied at Lamar University, the University of Texas, the University of North Texas, and Texas Woman's University. He holds a BBA in Economics, a Masters in Professional Accounting, an MEd in Family Counseling, a PhD in Taxation, and a certificate in Conflict Resolution. In addition, he is a Certified Public Accountant (CPA) and a Nationally Certified Counselor (NCC). Ronnie resides in Lewisville, Texas and is the proud father of Ryan Christopher and Dustin Tyler, and the grandfather of Reilly Cade and Aden Michael McClure. When he is not spending his time with family and friends, Ronnie enjoys traveling, learning, and is an avid reader.
Katherine E. David, JD, counsels clients on tax matters, including federal income taxation and state margin and sales taxation at her firm Strasburger & Price, LLP, in their San Antonio office. A significant part of her practice includes advising tax-exempt organizations. She also has extensive experience advising clients with respect to like-kind exchanges. Katy is Board Certified in Tax Law by the Texas Board of Legal Specialization. Katy currently serves as Co-Chair of StrasburgerBold-San Antonio, the firm’s efforts to promote women within the firm, the legal profession, and San Antonio’s business community. She is also a member of the American Bar Association Section of Taxation. In addition, she is a member of the State Bar of Texas Tax Section.
*Valuation of the Target entity and the issue of personal goodwill
*Don’t buy an employment tax problem
*The accountant’s role in the due diligence process: representations, covenants, indemnity and escrow—regularly encountered issues
*Taxable sales of stock and assets
*The importance of the 754 election and the disguised sale rules in sales of partnership interests
*Special problems encountered in the sale of an S corporation and structures to address those issues
*Non-taxable acquisitive reorganization structures and variations using single member LLCs
*As a Special Feature, we will present a Tax Form Forum that will address the proper completion of relevant tax forms
*Allocations of Purchase Price: Sections 1060 and 197
*Purchase Price Adjustments
*Earnouts and Related Installment
*Sale Issues Sales of Personal Goodwill
*S Corporation and Partnership Issues on the Sale and Purchase of a Business
*BBA Partnership Audit Rules
*Charitable Giving Prior to a Sale
*Primer: IRC Sections 368/351; 338 and Transaction Expenses
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