Please note this class will be held virtually, not in person.

One of the major transactions CPA clients enter into is a purchase or disposition of a business. To help tax professionals in advising those clients, this course offers a comprehensive analysis of the business and tax aspects of buying and selling a business. It is a practical guide to help practitioners and industry CPAs understand structuring techniques. All CPAs, including controllers and executives in industry, should understand how difficult the process of buying and selling a business has become.


  • Understand what factors must be considered in due diligence and in developing a valuation 
  • Understand the goals and methods of negotiating the final purchase price 
  • Identify the different tax consequences for various forms of acquired businesses, including the impact of the Net Investment Income Tax (NIIT) and the §199A pass-through deduction 
  • Appreciate §338 and §338(h)(10) elections and the benefits of installment sales 
  • Learn how strategies have changed under new tax legislation 
  • Understand the required reporting to the IRS regarding the purchase or sale of a business and how to complete the forms


  • Overview of the business evaluation process 
  • Negotiation points and goals from the buyer and seller standpoints 
  • Overview of confidentiality agreements, memorandums of understanding, and asset purchase agreements 
  • Recognizing the need for due diligence in acquisitions - checklists of important points 
  • Deemed asset sales - Is §338 or §338(h)(10) appropriate? 
  • The use of "F reorganizations" in lieu of §338(h)(10) 
  • The impact of the §197 amortizable intangibles regulations on the acquisition and disposition of a business 
  • How to allocate purchase price for tax advantage 
  • Impact of the Net Investment Income Tax (NIIT) and the §199A pass-through deduction on the tax due on the sale of a pass-through entity 
  • Changes in strategy under the new tax laws Liquidations as alternatives to sales of a business 
  • Planning to avoid double taxation 
  • Special problems and opportunities when an S corporation is the buyer or seller 
  • Installment sale and interest issues 
  • Avoiding tax pitfalls and recognition of tax planning opportunities ...and much more

Who Will Benefit

All practitioners who will be involved in the sale of a business


Category Amount
Tax 8.00
Yikes, the time is near. Please call NMSCPA at (505) 246-1699 to register.


  • John L. Evanich

    John L. Evanich, Jr., CPA, is a retired tax partner, formerly with CohnReznick, LLP -- the 10th-largest CPA firm in the country. For more than 40 years, John specialized in working with professional service businesses, LLCs, LLPs, and S corporations on tax planning and other tax matters important to them. John has represented taxpayers on hundreds of IRS appeals and court petitions. With over 40 years of experience in public accounting, John is a past president of the Connecticut Society of CPAs (CTCPA), a past member of their Board of Governors, and a former trustee of their Educational Trust Fund. He is also a former member of AICPA Council.

    Mr. Evanich has lectured and written extensively on tax issues, both locally and nationally. He is a member of the American Institute of CPAs. In 2015 and 2016, he received the Surgent Outstanding Discussion Leader Award because of his consistently high evaluations for knowledge and presentation skills. He has also served as chairman of many CTCPA committees, most notably the Federal Taxation, State Taxation, Public Relations, and Technical Consultation Services committees. John has also testified on tax matters of concern to middle- and upper-income taxpayers, as well as small businesses, before the Ways and Means Committee of the U.S. House of Representatives, as well as various Connecticut state legislative committees.

    Mr. Evanich received a bachelor’s degree in accounting with honors from the University of Bridgeport, Connecticut and completed all course work in the Master’s in Taxation program at Pace University in New York City.

    Back to Top