CPE Catalog & Events

Advantages and disadvantages to buyer and seller of an asset acquisition and a stock acquisition Tax treatment of consulting agreements and covenants not to compete Sale of personal goodwill associated with an asset acquisition Tax consequences associated with a stock acquisition and an asset acquisition Acquisitive reorganizations Non-tax issues that must be considered when a corporation is acquired

Taxable asset acquisitions vs. non-taxable stock/equity acquisitions What happens in an asset acquisition What happens in a stock or equity acquisition 338 and 336 elections Basics of 382 Basics of 280G Earnouts and contingent payments Assumed liabilities Acquired reserves Acquired deferred revenue Treatment of transaction costs Basics of mixed entity transactions, examples such as: C-Corp buys an interest in a partnership C-Corp buys an S-Corp C-Corp buys an interest in an LLC (lots of possibilities here) S-Corp buys a partnership S-Corp buys a C-Corp S-Corp buys an interest in an LLC Partnership acquisitions of various entity types Very basic overview of tax-free re-organizations High level overview of entity formations High level overview of entity liquidations or termination

Introduction to the Fiduciary Entity and Basic Fiduciary Entity Flowchart Authorities & Disciplines in Fiduciary Accounting & Taxation Fiduciary Tax Rates and Brackets Introduction to Subchapter J 5 Basic Rules & Concept of Fiduciary Taxation and Steps to Calculating the Income Taxation of Trusts & Estates Use of a Tax Spreadsheet

Broadly applicable ASU effective in 2025 and beyond  Significant recent SAS  Tax-basis financial statements 

Narcissism Studies Fraud Embezzlement Technology used in scams

Discussion of key individual provisions of the One Big Beautiful Bill Act, such as TCJA provisions made permanent, new tip income deduction, new overtime pay deduction, Trump accounts, and the expanded SALT cap Comprehensive coverage of business provisions of the One Big Beautiful Bill Act, including but not limited to: Bonus Depreciation made permanent Increased §179 deduction Changes to §174 R&E Expenditures Changes to §163(j) Form 1099/1099-K changes Qualified Small Business Stock Exclusion Excess Business Loss Limitation  Section 1244 Small Business Stock and Section 1202 Qualified Small Business Stock treatment and applicability Principles and considerations for nonresident withholding, composite payments, and passthrough entity taxes Partnership Distributions, Form 7217, and S Corporation Redemptions Thinking beyond §163(j) -- Interest Allocation Rules, Original Issue Discount, Applicable High Yield Discount Obligations, Convertible Corporate Debt Instruments, and Debt-Financed Distributions Timely coverage of breaking tax legislation Selected Practice and Reporting Issues: What’s new? A review of recent cases and tax law changes and IRS guidance affecting S corporations, partnerships, limited liability companies, and limited liability partnerships Decentralized Autonomous Organizations (DAOs)

Discuss the calculation of basis when the entity is formed including the impact of contributed property Explain the importance of shareholder loans to the entity Uses a comprehensive example to illustrate the mechanics of the basis determination process Schedules K-2 and K-3 Discuss how basis is impacted by distributions of corporation property Explain how basis is impacted by sale/or liquidation of the S corporation interest S corporation losses and how they impact Form 1040 Schedule E reporting Show how to get from the Schedule K-1 information to the basis calculations Comprehensive example to illustrate the mechanics of the basis determination process

Section 1402(a) exclusions from the definition of self-employment income Application of the SE tax to members of limited liability companies Taking a self-employed owner's health insurance deductions against self-employment tax How using the S corporation and the MMLLC treated as a partnership can help reduce an individual's exposure to self-employment tax How hiring a spouse and/or child helps reduce self-employment tax Differentiating between income treated as self- employment income and income that is not self-employment income

IRS goals in requiring these schedules Detailed discussion of the domestic filing exception for 2023 tax year Filing requirements and exceptions for every part of Schedules K-2 and K-3 Examples based on client situations encountered in practice

Review the Basic Concept of Fiduciary Duty Review the Basic Concept of Fiduciary Accounting Use of a Diagram to Distinguish Income and Principal Calculating Fiduciary Accounting Income Requirements of a Simple Trust Problem Example Spreadsheets Reflecting Fiduciary Accounting and Taxation of Simple Trusts as well as how Depreciation is Handled by a Fiduciary Entity Problem Examples Reflecting a Completed Form 1041 using Spreadsheet Calculations for Fiduciary Accounting and Taxation of Simple Trusts

Relevant sections of SSARS No. 21, Clarification and Recodification SSARS No. 21, Clarification and Recodification, and updates to SSARS No. 21 due to the issuance of SSARS No. 23, Omnibus Statement on Standards for Accounting and Review Services SSARS No. 22, Compilation of Pro Forma Financial Information SSARS No. 24, Omnibus Statement on Standards for Accounting and Review Services – 2018 SSARS No. 26, Quality Management for an Engagement Conducted in Accordance With Statements on Standards for Accounting and Review Services Proposed changes to the SSARS guidance Comprehensive sample engagement work programs for preparation and compilation engagements Prescribed form, specified line item, pro forma, and other engagement variations Complete illustrations of relevant engagement letters, reporting and other required communications for preparation and compilation engagements

The communication process and barriers that get in the way Techniques for overcoming barriers Understanding and self-assessment of each component of the communication process Gaining skills to listen more effectively, especially in stressful situations with heightened emotions Action plan to apply techniques in the workplace for communication success

SSARS No. 21, Clarification and Recodification, and updates to SSARS No. 21 due to the issuance of SSARS No. 23, Omnibus Statement on Standards for Accounting and Review Services SSARS No. 22, Compilation of Pro Forma Financial Information SSARS No. 24, Omnibus Statement on Standards for Accounting and Review Services – 2018 SSARS No. 25, Materiality in a Review of Financial Statements and Adverse Conclusions SSARS No. 26, Quality Management for an Engagement Conducted in Accordance with Statements on Standards for Accounting and Review Services SSARS No. 27, Applicability of AR-C Section 70 to Financial Statements Prepared as Part of a Consulting Services Engagement Sample comprehensive engagement work programs for preparation, compilation, and review engagements

Changes to the lifetime estate tax exemption in light of proposed regulations More than 20 documents that should be reviewed that are neither a will nor trust Provisions you need in a will Trusts and other arrangements for children Durable powers of attorney for healthcare and for financial matters Realistic retirement goals Developments relative to estate tax, and the implications for planning

Introduction to identifying and implementing the proper balance of internal controls Concepts, myths and facts of internal controls Risks vs controls Typical control types Understanding controls and why they fail Framework for controls identification

Overview of S Corporation election and compliance requirements Comparison of S Corporations with other business entities Preparing Form 2553 and addressing late filing relief Shareholder stock and debt basis considerations Form 1120S and Schedule K-1: key aspects and reporting requirements Officer reasonable compensation requirements and IRS audit strategies Introduction to Schedules K-2 and K-3 Compliance with corporate formalities and taxable fringe benefits

Calculation of basis when the entity is formed, including the impact of contributed property How to calculate partnership tax basis capital accounts Explains the use of both "inside" and "outside" basis determination Clarifies the how partnership debt impacts tax basis Discusses how distributions affect basis Explains how basis is impacted by sale and/or liquidation of the partnership interest Comprehensive examples to illustrate the mechanics of the basis determination process

Recent legislative developments, cases and rulings impacting individual taxpayers Disaster Relief Act of 2024 Expiring TCJA provisions SECURE Act 2.0 Individual income items, itemized deductions and credits Updated tax rate schedule and other inflation adjusted items Implications for self-employed taxpayers of various legislation

Final Rule - Employee or Independent Contractor Classification Under the FLSA: the multifactor “economic reality” test; What analysis guides whether a worker is an employee or independent contractor under this final rule? Can a worker voluntarily waive employee status and choose to be classified as an independent contractor? Are any of the economic reality factors adopted in this rule more important than others when evaluating a worker’s employment status? How does the final rule explain “extent to which the work performed is an integral part of the employer’s business?” The Federal Trade Commission’s Decision on Non-compete Agreements: impact on new and existing non-competes; treatment and definitional terms for senior executives; definition of a non-compete clause; definition of a “worker” New Overtime Rules: exemptions from minimum wage and overtime pay requirements for executive, administrative, professional, outside sales, and computer employees; increases in the standard level and the highly compensated employee total annual compensation threshold; new mechanism allowing for the timely and efficient updating of the salary and compensation thresholds Current status of DEI (diversity, equity and inclusion) rules