45. Transaction Structures: How to structure a transaction to minimize tax implications

General Valuation
Field of Study: 
CPE Credit: 
Knowledge Level: 
Basic knowledge of, or general experience in, forensic accounting, business valuation, or litigation

Tuesday, November 6, 2018

Structuring a business sale transactions can affect the cash flow from a potential sale as well as the taxes that would be paid on a sale. The structure ultimately affects the value a buyer is willing to pay or a seller is willing to accept for a transaction.

Learn objectives:

  • Options for Transaction Structure
  • Outline various options for structuring transactions (stock, asset, earn-out, etc.)
  • Impact of contingent liabilities (lawsuits, environmental, etc.)
  • Earn-outs – Considerations and impact on value
  • Non-compete and consulting agreements
  • Personal Goodwill
  • The value of stock as acquisition consideration and related risk
  • Employee benefits and management compensation Tax Issues in Purchase and Sale Transactions and Impact on Value
  • Overview of tax considerations in transactions
  • Asset allocation: Impact on Tax considerations and cash flow
  • Choice of entity and impact on taxes and value
  • Personal Goodwill and benefits in different transaction Structures


Partner, Wipfli LLP