This course will explore more advanced tax issues affecting C corporations, and will explain the different methods that can be used to combine them.

Major Topics:

  • Allocations of personal goodwill, covenants not to compete, consulting agreements, and intangible property
  • Tax-free acquisitions and reorganizations
  • NOLs and other corporate attributes considered in an acquisition

Learning Objectives:

  • Identify corporate attributes, including those for credits and capital losses that carry over in an acquisition
  • Discuss the role cost recovery plays in an asset acquisition and the methodologies available to a buyer to allocate cost to assets acquired, and how miscellaneous intangibles that arise in and facilitate an acquisition transaction are allocated purchase price when §197 assets are acquired
  • Recognize tax acquisitions of stock treated as asset acquisitions
  • Know how a corporate reorganization is taxed and the requirements for A, B, and C reorganizations
  • Appreciate the deemed sale of assets by a target when a §338 election is made
  • Appreciate the deemed sale of assets by a target when a §338(h)(10) election is made and how §338(h) (10) is used

Designed For: CPAs whose practice includes C corporations and their shareholders
Level of Knowledge: Advanced
Prerequisite: A basic course in C corporations; some experience in advising C corporations
Advanced Preparation: None
Credits: 4