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From capital gains to depreciation recapture—get the insights you need to structure a tax-efficient transaction

Selling a business is a major financial event that brings a host of tax considerations—often with high-dollar consequences. Whether a transaction is structured as an asset sale or a stock sale, each approach has distinct tax impacts for both buyers and sellers. Understanding these implications is crucial to minimize tax liability, avoiding surprises, and achieve the most favorable outcomes for all parties involved.

This session by tax attorney, Nicholas Preusch, provides an in-depth exploration of how business sales are taxed under U.S. law. Participants will learn the tax treatment of various deal structures, including asset vs. equity transactions, and the resulting implications for capital gains, depreciation recapture, and ordinary income. The course also covers planning techniques such as installment sales, earnouts, and other deferral strategies to help manage tax burdens over time.

Additional focus is given to merger and acquisition (M&A) activity, including tax-efficient transaction structuring, due diligence pitfalls, and post-sale planning. With practical case studies and real-world examples, this course equips professionals to provide sound tax guidance to clients or stakeholders navigating a business exit.

Webinar Objectives

By the end of the course, participants will be able to:

  • Differentiate between asset sales and stock sales and explain their respective tax consequences.
  • Evaluate the impact of capital gains taxes, depreciation recapture, and ordinary income treatment.
  • Utilize installment sales, earnouts, and other strategies for deferring tax liability.
  • Identify key tax planning considerations in mergers and acquisitions.
  • Advise clients on how to structure business sales to achieve optimal after-tax results.
Webinar Highlights
  • Understanding Deal Structures: Differences between asset sales and stock sales and their tax consequences.
  • Tax Treatment of Business Sales: Insights into capital gains taxes, depreciation recapture, and ordinary income implications.
  • Tax Deferral Strategies: Using installment sales, earnouts, and other methods to manage tax burdens.
  • M&A Tax Considerations: Key tax planning strategies, due diligence pitfalls, and post-sale tax planning.
  • Real-World Applications: Case studies and practical examples to navigate tax-efficient business sales.
Who Should Attend
  • Business Owners Planning an Exit
  • CFOs / CEOs
  • Tax Professionals & CPAs
  • M&A Advisors & Legal Professionals
  • Financial Planners & Wealth Managers
  • Tax Attorneys
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Nicholas Preusch

Nick Preusch’s primary focus is performing tax services for high wealth individuals and mid-to-large business entities. Nick’s responsibilities include tax research related to complex business transactions and tax return preparation and review. He also works closely with businesses and individuals to find tax efficiencies through ever-changing tax legislation.

He was also an Internal Revenue Service (IRS) attorney at the IRS National Office in Washington, DC, where he was the lead attorney for several significant tax ethics cases.

Nick co-authored Tax Preparer Penalties and Circular 230 Enforcement, a textbook published by Thomson Reuters. He has also been published in the AICPA’s Tax Advisor and Journal of Accountancy along with CCH’s Journal of Tax Practice and Procedure. In 2017, he was named one of the VSPCA’s Top 5 Under 35. In 2018, he was named to CPA Practice Advisor’s Top 40 Under 40. In 2018, he was part of the AICPA’s New Face of Tax ad campaign.

Nick is a licensed attorney in New York and a Certified Public Accountant in Virginia. He earned an LLM in Taxation from Georgetown University, a JD from Case Western Reserve University, and an MS in Accounting from the University of Connecticut.

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