Steve Looney presented on Mergers & Acquisitions of S Corporations: How to Structure the Deal

Live Video Webcast on December 13 sponsored by ALI ABA. Known for their thorough and practical advice, Planner Jerry August and his co-panelist Steve Looney walked participants through the various methods for selling or purchasing the assets or shares of stock of an S corporation or a closely held regular or C corporation. Among the topics that were highlighted were the impact of the eligibility rules under Subchapter S in structuring acquisitions involving stock of an S corporation, use of qualified subchapter S subsidiaries, taxable and tax-free acquisitions involving S corporations, section 338 (h)(10) deemed asset sales, tax history portability questions, allocation of income or loss in the year of the acquisition, impact on built in gains tax under Section 1374 and related topics.

Topics, among many, include:

Asset acquisitions, including reverse triangular (cash) mergers
Tax free reorganizations
Sale of stock acquisitions including use of deferred payment obligations