Transaction Tax
The tax structure of a deal, decided before the deal is signed.
Every significant transaction has a tax structure, whether or not anyone designed it. A sale of a company, a buyout of a partner, a reorganization ahead of new investment, or a like-kind exchange of real estate each has multiple legitimate structures with different tax results for each party. KPLAN Law Group models those results and negotiates the structure as part of the transaction itself.
We advise on installment sales, tax-free reorganizations under Section 368, F-reorganizations to prepare an S corporation for sale, Section 1202 qualified small business stock, purchase price allocations under Section 1060, and the state tax consequences that are often overlooked in a federal analysis. Because our founder is both the attorney and a CPA, the modeling and the drafting are done together and stay consistent through closing.
For clients with a longer horizon, we plan for future transactions: choosing structures now that preserve options later, and identifying the elections and holding periods that qualify a future sale for favorable treatment.
How we help
- Tax structuring of business sales, acquisitions, and mergers
- Reorganizations, F-reorganizations, and pre-sale restructuring
- Section 1202 QSBS planning and Section 1045 rollovers
- Installment sales, earn-outs, and deferred consideration
- Purchase price allocation and Section 338 / 336 elections
- Real estate exchanges under Section 1031 and partnership transactions