Personal Goodwill in M&A Transactions: Business, Structuring and Tax Considerations

Personal goodwill very often is an asset of the owner(s) of a business, rather than an asset of the business. With proper treatment and planning for the transfer of personal goodwill during - and before - the business sale transaction, selling shareholder(s) often can significantly reduce their tax liability.

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Going from C to S: The Critical Built-in Gains Planning

When moving your or your client’s business from a C corporation to an S corporation, there are many issues to consider.  One of the more critical and valuable (or costly) issues is the built-in gains tax.

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May 2021 ABA Tax Section Meeting Nuggets

The May 2021 meeting of the ABA Tax Section, traditionally held in a group live format in Washington, D.C. but presented virtually this year, is always good for a few announcements about topics of relevance. This year was no exception; here are two items of interest to flow-through tax professionals.

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Incorporation of a Partnership

While flow-through taxation still is generally the way to go for the closely held business, it is not uncommon for a partnership to incorporate with a view of engaging in an exit transaction after five years via a stock sale that qualifies for the 100% exclusion of gain provided by §1202. Here is a nuance of this Code that came up in our practice.

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Favorable §1202 Ruling: A Follow-up

A follow-up regarding PLR 202114002 (the favorable §1202 ruling involving an insurance agent/broker), courtesy of Eide Bailly.

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Favorable §1202 Ruling

PLR 202114002 is a taxpayer-liberal PLR, which provides that a business referred to as an “insurance agent or broker” was a qualified trade or business for §1202 purposes.

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Title: Personal Goodwill in M&A Transactions: Business, Structuring and Tax Considerations


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