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In this episode of the M&A Source podcast, Dave Dejewski continues a series on essential tax code provisions for mergers and acquisitions, discussing five additional provisions that can significantly impact tax outcomes for buyers, sellers, and their advisors.

The exchange is a podcast discussing 10 tax code provisions that are relevant for mergers and acquisitions (M&A) transactions. It is divided into two parts, with Part 1 covering the first 5 provisions and Part 2 covering the remaining 5 provisions.

Part 2 covers the following tax code provisions:

1. Section 368 - Tax-Free Reorganizations

This provision allows for tax-deferred treatment of certain corporate reorganizations, such as mergers and acquisitions, to encourage business continuity, growth, and realignment without triggering immediate tax liabilities. It requires continuity of interest and continuity of business enterprise.

2. Section 409A - Deferred Compensation

This provision establishes strict rules for when income can be deferred and when it must be paid, preventing abuse and ensuring fairness in the tax system. It imposes penalties for non-compliance and encourages proper planning and transparency in deferred compensation plans.

3. Section 1031 - Like-Kind Exchanges

This provision allows for the deferral of capital gains taxes when exchanging real properties for similar properties, stimulating growth in real estate-heavy businesses.

4. Section 721 - Contributions to Partnerships

This provision promotes the creation and growth of partnerships by allowing individuals or entities to contribute property to a partnership without triggering immediate tax consequences, facilitating partnership formation and encouraging joint ventures and investments.

5. Section 453 and 453A - Installment Sales

Section 453 allows sellers to report capital gains income over time through the installment sale method, aligning tax payments with the receipt of sale proceeds and providing tax deferral. Section 453A imposes an interest charge on large installment sales over $5 million to limit the tax benefits of deferring large amounts of tax.

Key Takeaways

These final five of ten tax provisions cover a wide range of areas, including tax-free reorganizations, deferred compensation, like-kind exchanges, partnership contributions, and installment sales.

The episode highlights the importance of understanding these provisions and leveraging them to minimize tax liabilities, encourage business continuity, and facilitate growth and realignment. It also emphasizes the need for proper planning, transparency, and compliance to avoid penalties and ensure that the intended tax benefits are realized.

Overall, this episode provides valuable insights into the tax considerations and strategies that should be taken into account when structuring M&A deals, making it a valuable resource for advisors, business owners, and investors involved in such transactions.

LEGAL DISCLAIMER: This resource is intended for educational purposes only and does not constitute legal, financial, or tax advice. The information provided herein should not be relied upon for any specific business or financial decision without first consulting appropriate professional counsel. Readers are encouraged to seek advice from qualified attorneys, accountants, or other professionals to address their unique circumstances. Neither the authors nor the publisher assumes any responsibility for actions taken based on the information provided in this resource.

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The episode discusses 10 key tax code provisions relevant to mergers and acquisitions (M&A) transactions. It is divided into multiple parts, with Part 1 covering the following provisions:

1. Section 338 - Election for Treating Stock Purchases as Asset Purchases

This provision allows buyers to treat a stock purchase as if they are purchasing the underlying assets of the business, enabling them to step up the basis of the acquired assets to their fair market value for tax purposes.

2. Section 1202 - Qualified Small Business Stock Exclusions

This provision allows investors to exclude capital gains taxes on the sale of stock in qualified small businesses, subject to certain eligibility criteria.

3. Section 197 - Amortization of Goodwill and Intangibles

This provision provides uniform rules for the amortization of intangible assets, such as goodwill, franchise rights, patents, and trademarks, over a 15-year period.

4. Section 280G - Golden Parachute Payments

This provision addresses excessive compensation packages (golden parachutes) paid to executives and key employees during a change of control event, such as a merger or acquisition.

5. Section 382 - Limitation on Net Operating Losses

This provision limits the amount of net operating losses that a company can use after an ownership change to prevent companies from acquiring loss corporations solely for tax benefits.

1. "Section 338 allows buyers to treat a stock purchase as if they're purchasing the underlying assets of the business. And that means for tax purposes, the buyer can step up the basis of the acquired assets to their fair market value as opposed to the book value, which can result in greater depreciation, amortization deductions over time."

2. "Section 1202 is a powerful tool for investors and business owners who want to maximize their returns by excluding capital gains taxes on the sale of stock in small businesses."

3. "Section 197 was introduced to basically provide some uniform rules around amortization of intangible assets intangible assets, what are they it's goodwill, it's franchise rights, it's patents, it's trademarks."

4. "Section 280G of the US tax code was created to address this golden parachute concept. Golden parachute are these large compensation packages there's severance payments that are paid to executives and they're paid out to key employees when there's a change of control event so a merger or an acquisition is considered a change of control event."

5. "Section 382, it curbs this practice by limiting the amount of net operating losses that a company can use after the acquisition and that's based on the company's value at the time of the ownership change and this prevents companies from using net operating losses as a tax sheltering tool."

This episode provides a high level overview of several key tax code provisions that can significantly impact the structuring and tax implications of M&A transactions. It highlights the importance of understanding these provisions and working closely with legal and financial advisors to ensure that deals are structured efficiently and in compliance with tax regulations. The detailed explanations, examples, and practical considerations offered in the show are valuable for M&A advisors, business owners, and investors involved in buying or selling businesses.

LEGAL DISCLAIMER: This resource is intended for educational purposes only and does not constitute legal, financial, or tax advice. The information provided herein should not be relied upon for any specific business or financial decision without first consulting appropriate professional counsel. Readers are encouraged to seek advice from qualified attorneys, accountants, or other professionals to address their unique circumstances. Neither the authors nor the publisher assumes any responsibility for actions taken based on the information provided in this resource.

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In this episode of the M&A Source podcast, Dave Dejewski dives deep into essential business performance metrics that significantly impact business valuation and success. Dave discusses key metrics such as EBITDA, employee activity ratios, and cash flow ratios, providing insights into their importance and how to leverage them for better client guidance. He shares practical examples from client experiences and offers a comprehensive worksheet of various metrics for M&A professionals.

The episode discusses the importance of understanding and analyzing key business performance metrics in the M&A process, emphasizing on metrics like sales per employee, employee turnover rate, and operating cash flow, and offers a comprehensive worksheet with various valuation ratios and metrics to better guide clients and position oneself as an expert.

David emphasizes the value of presenting oneself as an expert by having in-depth knowledge of these metrics and being able to have meaningful conversations with sellers and buyers. By analyzing these metrics, M&A advisors can drive improvements, increase the value of the businesses they represent, and remove friction from the transaction process.

The offer of a worksheet with 56 different valuation ratios, sector-specific ratios, profitability ratios, operational metrics, and more is a valuable resource for M&A professionals to incorporate into their practice and better serve our clients.