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ACPEN Signature: 2017 A CPA’s Guide to the Purchase and Sale of a Business


Total Credits: 8 including 1 Auditing- Technical, 7 Taxes - Technical

Average Rating:
   48
Categories:
ACPEN Signature |  IRS Approved |  Tax
Faculty:
C. Clinton Davis, CPA, JD |  James A. Smith, CPA, CGMA |  Thomas G. Hineman, JD |  Ronnie C. McClure, PhD, CPA |  Katherine E. David, JD
Course Levels:
Update
Duration:
8 Hours
License:

Dates


Description

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. 

 

**Please Note:  If you need credit reported to the IRS for this IRS approved program, please download the IRS CE request form on the Course Materials Tab and submit to leighanne.conroy@acpen.com.

Basic Course Information

Learning Objectives

*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


Major Subjects

*Business Valuation

*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


Course Materials

Faculty

C. Clinton Davis, CPA, JD's Profile

C. Clinton Davis, CPA, JD Related Seminars and Products

Krage & Janvey, L.L.P.


C. Clinton Davis JR, is with the law firm of Krage & Janvey, LLP in downtown Dallas.  He graduated cum laude from the SMU Dedman School of Law in 1980 and first in his graduating class from Northwestern State University of Louisiana in 1977 with a Bachelor of Science in Accounting.  He was first licensed in Florida as an attorney in 1980 and then in Texas in 1982.  He has been a licensed CPA in Texas since 1980.  He has been Board Certified in Tax Law by the Texas Board of Legal Specialization since 1988.  He has been named as a Super Lawyer, a Top Attorney in Texas by Texas Monthly, one of the Best Lawyers in Dallas by D Magazine and a Top Rated Lawyer by the Dallas Morning News, all in the tax area. 

Clint has in the past been an author and discussion leader for numerous CPE courses for the Texas Society of CPAs. Clint also speaks before various bar associations and accounting conferences. and is a frequent presenter and moderator on the Accountants’ Continuing Professional Education Network.

Clint primarily represents high net worth individuals and closely held businesses with much of his time devoted to real estate tax planning, implementation of S corporation ESOPs, mergers and acquisitions and private foundations.

 


James A. Smith, CPA, CGMA's Profile

James A. Smith, CPA, CGMA Related Seminars and Products

Managing Director

Smith, Jackson, Boyer & Bovard, PLLC


James A. (Jim) Smith, CPA, CGMA, serves as Managing Director of Smith, Jackson, Boyer & Bovard, PLLC, a Dallas Certified Public Accounting firm.  He practices extensively in tax compliance, planning and controversy representation for individuals and entrepreneurial businesses. He also is engaged in the preparation, compilation and review of financial statements; exit strategy planning for entrepreneurs; merger and acquisition planning and transactions; and forensic accounting and litigation services. 

Mr. Smith served as Chair of the Texas Society of CPAs (TSCPA) for the 2007-2008 year, and as a member of its Professional Standards and Federal Tax Policy Committees since their inception.  He served as a member of the AICPA Council 2007 through 2011 and from 2012 through 2015.  He also served as an appointed member of two of the AICPA’s key standard setting committees:  the Accounting and Review Services Committee from 2008 through 2011 and the Tax Practice Responsibilities Committee, 2014 to 2017.


Thomas G. Hineman, JD Related Seminars and Products


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 Related Seminars and Products


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 Related Seminars and Products


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.


Additional Info

Basic Course Information

Prerequisites None
Advanced Preparation None
Designed For Partners and managers responsible for planning and executing the sale or acquisition of small businesses
Original Recording Date 11/15/2017
Yellow Book No
Course Developer Business Professionals' Network, Inc.
Date Added to Catalog 02/03/2017

Additional Information

Complaint Resolution Policy Please contact Anne Taylor for any complaints. anne.taylor@acpen.com, (972-377-8199).
Official Registry Statement

Business Professionals' Network, 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 credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org


Instructional Delivery Method Group Internet Based
Course Registration Requirements

Online Registration


Refund/Cancellation Policy

Please contact the ACPEN help desk 1-877-602-9877 or help@acpen.com if you wish to cancel your attendance for a previously purchased webcast and are requesting a refund or transfer. 


Reviews

5
4
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2
1

Overall:      4.3

Total Reviews: 48

Comments

Melanie L - Palm Beach, Florida

"Fabulous presentation!"

Kerry U

"Great format with table and interaction as opposed to lecture. "

David N - Charlotte, North Carolina

"Course was well presented with real world examples given between the hosts that helped the understanding of the material."

Kelly S - Arp, Texas

"Great course--Mark's information was very helpful."