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Goodwill in Corporate Asset Sales: Tax Planning, Personal vs. Corporate Goodwill, Allocation and Valuation Rules

Recording of a 90-minute premium CLE/CPE webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford CPE+ Pass. Click for more information.
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Conducted on Thursday, January 23, 2020

Recorded event now available

or call 1-800-926-7926

This CLE/CPE course will discuss an important and revitalized area of tax law--goodwill in corporate asset sales. Our panelists will provide attendees with the techniques necessary for the appropriate and beneficial use of goodwill to provide clients with tax planning opportunities.


The inclusion of goodwill in a business' asset sale can significantly reduce the tax liability of the sale. However, counsel and tax advisers must take care to ensure that the sale of the goodwill is respected by taking specific steps before and during the transaction.

Complexities arise in the characterization of the goodwill. The beneficial tax planning opportunities stem from the treatment of goodwill as personal goodwill, as opposed to business goodwill. Distinguishing the two is often complicated and fact-specific, and both can complicate valuation.

Listen as our experienced panel carefully reviews the tax benefits of the inclusion of goodwill, how to distinguish between personal and business goodwill, pre-acquisition and acquisition transfers, allocation, valuation, and negotiation strategies. Attendees will leave with another tool that will benefit their clients' tax position.



  1. Tax benefits of personal goodwill
  2. Types of goodwill
    1. Personal
    2. Business
  3. Transfers of goodwill
    1. Pre-acquisition
    2. Acquisition
  4. Allocations of consideration to goodwill
  5. Valuation considerations
  6. Negotiation best practices


The panel will review these and other key issues:

  • How may the allocation of consideration to personal goodwill benefit the taxpayer in an asset sale of a business?
  • What are best practices to implement to ensure the IRS respects the allocation to personal goodwill?
  • How differentiate between personal and business goodwill?
  • What are best practices when considering the payment of consideration for personal goodwill in the negotiation and documentation phases of the transaction?


Bortnick, Steven
Steven D. Bortnick

Troutman Pepper Hamilton Sanders

Mr. Bortnick is a partner in the firm's tax practice group and focuses his practice on domestic and...  |  Read More

Goldberg, Howard
Howard S. Goldberg

Pepper Hamilton

Mr. Goldberg focuses on tax planning for domestic and international transactions. His practice includes advising on...  |  Read More

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