A Tax Primer on Buying and Selling a Business

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A Tax Primer on Buying and Selling a Business presented by Robert Klueger, will focus on the tax aspects of the purchase and sale of an operating business. It will cover the tax effects of the purchase and sale from the seller's and buyer's perspective. The webinar will also touch on business structures and discuss the tax differences between corporations, limited liability companies and limited partnerships, focusing on which forms of business are more tax-efficient than others.
During this webinar, Mr. Klueger will cover:
• The basic tax differences between the purchase of a seller's assets and the purchase of the corporate stock from the selling shareholders 
• The tax effects of different allocations to different classes of assets 
• IRS requirements re allocations to classes of assets 
• Tax effects of the sale of intangible assets 
• Deferred sales and "earnouts" 
• Section 338(g) and Section 338(h) elections
• Tax-deferred reorganizations including stock-for-stock reorganizations, statutory mergers, and stock for assets reorganizations 
Educational Objectives
• Compare the benefits of asset sales and stock sales for both buyers and sellers 
• Determine the advantageous methods of allocation for buyers and sellers 
• Identify the significance of §§338(g) and (h) elections 
• Recognize important deal structuring issues
• Differentiate and understand the different types of tax-deferred acquisitions



Robert F. Klueger (J.D., LL.M) is a one of the very few private attorneys in America who has argued a tax case before the United States Supreme Court, [United States v. Brockamp, 519 US 347 (1997)], which resulted in a change in the tax law regarding tax refund claims filed by disabled taxpayers.
He is a certified Tax Law Specialist (State Bar Board of Legal Specialization) and is AV rated by Martindale-Hubbell (highest possible rating). A practicing attorney since 1974, Mr. Klueger is a member of the bars of the United States Supreme Court, the United States Tax Court and the state bars of California, New York and Colorado.
Mr. Klueger received his Bachelor of Arts from the University of Pennsylvania (cum laude), his law degree from Fordham Law School, and his Master of Laws in Taxation from the University of Denver.
He specializes in all aspects of Estate Planning, Tax Law, Asset Protection and International Transactions. He is a frequent lecturer for the California Bar Association and various other groups throughout the United States. Mr. Klueger is the author of six books and numerous scholarly articles.