Tax Considerations in Private M&A Transactions

Hi Welcome to ValuationPodcast.com - A podcast and video series about all things related to business and valuation.  My name is Melissa Gragg, a company valuation expert in St. Louis Missouri.  
 
During this episode we will discuss Tax Considerations in Private M&A Transactions.  
 
We have the privilege to discuss these issues with a tax accountant and fellow business valuation expert in Franklin and Nashville Tennessee – Brad Smith.  
  
Welcome Brad!!   
 
Tax Considerations in Private M&A Transactions. 
 
Questions often asked by the seller: 
 
1. What are the tax consequences of selling the enterprise? 
2. What is a “purchase price allocation” and how does it impact the transaction? 
3. I understand that “goodwill” is a component of my company. What are the tax implications of goodwill in the sale? 
4. The buyer wants to include an “earnout” in the terms of sale. What are the tax ramifications? 
5. The buyer wants to include a “seller note” in the terms of the sale. What are the tax ramifications? 
6. They buyer wants to include a noncompete and assign it a value. What does this mean from a tax perspective? 
7.I am a shareholder/member in a private company. My fellow shareholders/members are willing to buy/redeem my interest so I can retire. What are the tax consequences to me?  
 
 
 
Melissa Gragg 
CVA, MAFF, CDFA 
Expert testimony for financial and valuation issues 
Bridge Valuation Partners, LLC 
melissa@bridgevaluation.com 
http://www.BridgeValuation.com 
http://www.ValuationPodcast.com 
http://www.MediatorPodcast.com 
Cell: (314) 541-8163 
 
 
Brad Smith, CPA, ABV, CVA, IAR 
Smiley, Smith, Wynd, LLC 
1650 Murfreesboro Road-Hwy 96 E. 
Suite 100 
Franklin, TN 37067 
Phone: 615-794-8881 
Fax: 615-791-5532 
brad@sswcpas.com 
www.sswcpas.com

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