Sales and Use Tax Implications of Business Acquisitions: Stock vs. Asset Sales, Successor Liability, Exemptions

Nexus Implications of Acquiring Certain Entities, Drop Down of Assets Followed by Stock Sale, Tangible vs. Intangible Assets

Note: CLE credit is not offered on this program

Recording of a 110-minute CPE webinar with Q&A

Conducted on Thursday, April 8, 2021

Recorded event now available

or call 1-800-926-7926
Course Materials

This course will guide tax professionals with an in-depth analysis of the sales and use tax issues in acquiring certain businesses. The panel will discuss the unexpected sales and use tax consequences, nexus implications, issues stemming from the drop-down of assets followed by a stock sale, successor liability, and other key issues.


Business acquisitions present particular sales tax challenges that are often overlooked when structuring transactions that tax professionals must anticipate.

Tax professionals should be well-versed in conducting a proper course of due diligence as part of the acquisition process. When transactions are being structured, tax professionals must determine whether the acquisition is subject to sales tax, whether the acquired entity qualifies for an exemption from sales tax, and identify and quantify any reserves the target company made for sales and use or other transaction-based tax liability.

Listen as our panel of experienced state tax advisers gives you a framework to identify and respond to critical state and local sales and use tax issues in acquisitions, nexus implications, issues stemming from the drop-down of assets, successor liability, and other key issues.



  1. Sales and use tax from transactions
  2. Nexus implications
  3. Asset vs. stock sales and transfer taxes
  4. Successor liability
  5. Tax due diligence


The panel will discuss these and other key issues:

  • Due diligence best practices for sales and use taxes for transactions
  • Sales tax issues for stock vs. asset sales and acquisitions
  • Understanding the various types of transaction taxes, such as stock transfer and documentary transfer/issuance taxes
  • Particular sales tax challenges and maintaining exemptions
  • Issues stemming from the drop-down of assets followed by a stock sale
  • Methods to minimize successor liability stemming from business acquisitions
  • Identifying, describing, and evaluating for sufficiency any reserves the target company has made for sales and use and other transaction tax liabilities


Geiger, Joseph
Joseph F. Geiger, Jr., Esq., CPA

Consulting Tax Manager

Mr. Geiger works with the company's Tax Process Consulting Group and has more than 25 years of experience with...  |  Read More

Roberts, Stacey
Stacey L. Roberts, CPA

State and Local Tax Director

Ms. Roberts has been making SALT less taxing for thousands of businesses over the last 25 years. As a director of the...  |  Read More

Vorndran, Judith
Judith B. Vorndran, JD, CPA, MSBA


Ms. Vorndran helps clients and tax professionals navigate the morass of state and local tax issues with the goal of...  |  Read More

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CPE credit is not available on downloads.