Practical Guide to Mergers, Acquisitions and Business Sales

CCH's brand-new Practical Guide to Mergers, Acquisitions and Business Sales by seasoned business transaction attorney and author, Joseph B. Darby III, J.D., not only explains the tax aspects of buying and selling a business, but examines the special art of closing major business transactions successfully through an understanding of the tax consequences of the deal. Buying and selling a business is a challenging process. It involves rituals and interactions that are sometimes eerily similar to the courtship dynamic between a human couple. While many business courtships end in an economic marriage, plenty of others fail and for a variety of reasons. Many unsuccessful business negotiations could have made sense, but ultimately floundered, because negotiations went badly awry at some crucial point.

Taxes are often a major source of missteps in a business deal. A business transaction needs to maintain a certain forward momentum to completion. An abrupt change in prevailing tax assumptions can throw a negotiation off so badly that sometimes it never recovers. This is especially true when the parties have expended a significant amount of time and effort negotiating a transaction based on a flawed tax framework.

There also are two other parties with a major economic stake in a business merger, acquisition or sale: the federal government and (usually at least one) state government. The Internal Revenue Code is more than just the law of the land; it is a sophisticated partnership agreement between the U.S. government and every U.S. person. This partnership is one of the most technically complex arrangements imaginable. The role of a tax adviser on an business acquisition transaction is to make everyone aware that there are two "silent partners" in the room at all times and that the Buyer and Seller have a common interest in cutting the silent partners out of the deal or reducing their take. The purpose and mission of Practical Guide to Mergers, Acquisitions and Business Sales is to teach practitioners and business stakeholders how to pare the tax costs of transactions to the absolute minimum, within the boundaries of ethical and appropriate tax reporting.

Joseph B. Darby III, J.D., is a shareholder in the law firm of Greenberg Traurig in their Boston office. He practices in the areas of tax, intellectual property and corporate transactions. Darby received his J.D. cum laude from Harvard Law School and his B.S. in Mathematics, magna cum laude, from the University of Illinois. The author has written hundreds of articles on a wide range of legal and business topics for a diverse group of publications that include: Trusts and Estates, Tax Lawyer, Worth Magazine, Banker and Tradesman, Boston Business Journal, Boston Phoenix, Contract Professional, CFO Magazine and Hemispheres Magazine. Darby writes on business transactions from the perspective of an experienced tax practitioner who has helped clients successfully structure and close hundreds of M&A deals over his career.