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Practical Guide to Mergers, Acquisitions and Business Sales, 3rd Edition

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An easy-to-understand guide that explains the tax consequences of buying or selling a business and the art of successfully closing business transactions.

Practical Guide to Mergers, Acquisitions and Business Sales not only helps readers truly grasp the tax consequences of buying or selling a business of any size, but it also carefully examines the art of successfully closing major business transactions through a solid understanding of the tax ramifications of the deal.

Drawing on his vast 30 years of experience, author Joseph (Jay) B. Darby III—a business and transactional tax law expert—incorporates insightful, real-life examples throughout his coverage of buying and selling all forms of business entities, including Sole Proprietorships, Partnerships, S Corporations, C Corporations, Limited Liability Companies, Professional Corporations, and more.

Broad in scope, with numerous citations to the Internal Revenue Code, rulings and regulations, this resource:

  • Explains how tax aspects of the sale of a business can influence negotiations, in both positive and negative ways;
  • Outlines the areas for give and take in any negotiation of tax liability for the sale of a business;
  • Highlights common pitfalls in the negotiation process, including critical tax aspects that might be overlooked;
  • Identifies traps for the unwary that can cause significant unanticipated tax liability; and
  • Discusses strategies related to installment sales, contingent payments, goodwill, consulting agreements with prior owners, and other methods that can be introduced into a business acquisition.

New in the 3rd Edition:

This third edition of Practical Guide to Mergers, Acquisitions and Business Sales has been completely updated to reflect the latest issues affecting business transactions:

  • Updates to incorporate the 2017 Tax Cuts and Jobs Act
  • Updated information to reflect the SECURE Act
  • A new chapter on Opportunity Zones
  • A new section detailing various qualified business income (QBI) deduction scenarios
  • Expanded content on the tax aspects of various intellectual property transactions
  • New content on sales of contract rights
  • Updated information on S Corporation elections

Topics Covered Include:

  • Tax considerations for buying or selling a business
  • Tax characteristics of various business entities
  • Structuring the sale of corporate assets
  • Tax considerations for assets sales vs. stock sales
  • Acquisitions of corporate stock or assets
  • Installment sales, contingent payments and escrow arrangements
  • Corporate and partnership liquidations
  • Leveraged buy-outs and ESOPs
  • Opportunity Zones

A must-have for financial advisors, lawyers, CPAs, or any professional involved in advising clients on the buying and selling of a business, Practical Guide to Mergers, Acquisitions and Business Sales advises readers how to pare the tax costs of transactions to the absolute minimum, as well as how tax liabilities can be negotiating tools for buying or selling a business.

Additional Information
SKU 2900003
Publication Date July 26, 2021
ISBN 978-1-954096-11-0
Page Count 464
Author Joseph B. Darby III, J.D.
Edition 3
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Joseph B. “Jay” Darby III

Joseph B. “Jay” Darby III is the founding shareholder of Joseph Darby Law, PC a Boston-based law firm where he advises a wide variety of corporations and high-net-worth individuals on tax and legal aspects of business and real estate activities and represents these taxpayers before federal and state taxing authorities. Mr. Darby has extensive experience in structuring mergers, acquisitions, business sales, and related business transactions. He teaches or has taught graduate-level courses on the buying and selling of businesses for over twenty years at Boston University School of Law in the Graduate Tax Program and at Bentley University McCallum Graduate School of Business in the Masters of Taxation Program.     

More recently, Mr. Darby has gained national recognition for his expertise in tax issues related to Opportunity Zones. He has twice (in 2019 and 2020) been recognized as a “Top 25 Attorney” in the Opportunity Zone industry by Opportunity Zone Magazine, has been a featured speaker at more than 25 national conferences on structuring Qualified Opportunity Funds (QOFs) and Qualified Opportunity Zone Businesses, and in 2021 is teaching (for the third consecutive year) at Boston University School of Law the only law school course in the United States dedicated exclusively to the subject of Opportunity Zones. He has been the tax advisor to more than fifty successful QOFs, ranging in size from small private transactions to $300-500 million funds.