White Paper: Tax Aspects of Structuring the Deal

by Sandi Thorman

There are many considerations that influence how a transaction is structured, including tax considerations. In transactions, the seller and buyer are trying to optimize their financial position and minimize their tax liability. During the transaction process, there are numerous benefits of integration between estate planning attorneys, merger and acquisition attorneys, accountants and investment bankers. Key areas of integration are listed in the Index below.

  1. Taxable vs. Nontaxable Sale
  2. Stock Sale vs. Asset Sale
  3. Purchase Price Considerations
  4. Purchase Price Allocations
  5. IRC §338 Election
  6. Entity Type Opportunities & Challenges
  7. Capital Gain vs. Ordinary Income
  8. Transaction Costs
  9. Miscellaneous Considerations

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