Attorneys will learn how federal tax considerations affect closely held corporation sales, including stock sales, asset sales, and alternative acquisition structures for buyers and sellers.
Attorneys will gain practical strategies for pre-LOI planning, purchase price allocation, installment reporting, and using elections like IRC 338(h)(10) to optimize transaction outcomes.
Attorneys will learn how federal tax considerations affect closely held corporation sales, including stock sales, asset sales, and alternative acquisition structures for buyers and sellers.
Attorneys will gain practical strategies for pre-LOI planning, purchase price allocation, installment reporting, and using elections like IRC 338(h)(10) to optimize transaction outcomes.
Agenda
Session 1
M&A Federal Tax Considerations and Economic Fundamentals
Session 2
Taxable Acquisitions and Pre-LOI Due Diligence Strategies
Session 3
Stock Sales: Buyer and Seller Tax Perspectives
Session 4
Asset Sales: Mechanics and Purchase Price Allocation
Session 5
C Corporation Double Taxation and Section 1202 Benefits
Session 6
S Corporation Pass-Through Taxation and Built-In Gains
Session 7
Break
Session 8
Installment Reporting Mechanics and Protection Strategies
Session 9
Alternative Structures: Mergers and Equity Transfers
Session 10
IRC 338(h)(10) Election for Stock-to-Asset Treatment
Session 11
IRC 336(e) Election: Flexible Buyer Requirements
Session 12
F Reorganizations for Equity Rollovers and Flexibility
Session 13
Compensation, Non-Competes, and Personal Goodwill Considerations
1:00 pm - 1:15 pm EST
Rivkin Radlers
This session introduces the core economic fundamentals driving deal structure in mergers and acquisitions. Participants will learn how taxes represent a primary transaction cost and why addressing tax issues early maximizes value for both buyers and sellers.
Rivkin Radlers
1:15 pm - 1:25 pm EST
Rivkin Radlers
Explore the critical importance of financial due diligence before executing a Letter of Intent. This session covers calculating after-tax positions, understanding transaction form versus substance, and negotiating gross-ups for alternative deal scenarios.
Rivkin Radlers
1:25 pm - 1:35 pm EST
Rivkin Radlers
Examine stock sale transactions from both buyer and seller viewpoints, including basis recovery challenges and long-term capital gain treatment. Learn how shareholder variations affect economic positions and the importance of drag-along provisions in shareholder agreements.
Rivkin Radlers
1:35 pm - 1:45 pm EST
Rivkin Radlers
This session covers asset sale mechanics including Form 8594 requirements for purchase price allocation across seven asset classes. Participants will understand the differences between C corporation and S corporation asset sales and applicable state tax considerations.
Rivkin Radlers
1:45 pm - 1:55 pm EST
Rivkin Radlers
Analyze the two-level taxation structure affecting C corporations and their shareholders in sale transactions. Learn about NOL carryforward limitations after ownership changes and the enhanced Section 1202 qualified small business stock exclusion benefits under 2025 legislation.
Rivkin Radlers
1:55 pm - 2:00 pm EST
Rivkin Radlers
Understand how gain from S corporation asset sales flows through to shareholders and the impact of the net investment income surtax on material versus passive participants. This session also covers the five-year built-in gains tax recognition period for converted C corporations.
Rivkin Radlers
2:00 pm - 2:10 pm EST
Rivkin Radlers
A brief intermission allowing participants to refresh before continuing with advanced transaction structures. Use this time to review notes and prepare questions for the remaining sessions.
Rivkin Radlers
2:10 pm - 2:20 pm EST
Rivkin Radlers
Learn how installment reporting provides tax deferral when payments span multiple tax years and the mechanics of proportionate basis recovery. This session covers permitted security arrangements and special interest charges on large installment obligations exceeding $5 million.
Rivkin Radlers
2:20 pm - 2:30 pm EST
Rivkin Radlers
Explore statutory merger mechanics where targets are treated as selling assets then liquidating for tax purposes. Understand the key distinctions between mergers and stock acquisitions regarding liability assumption and corporate shield preservation.
Rivkin Radlers
2:30 pm - 2:40 pm EST
Rivkin Radlers
Examine how the 338(h)(10) election allows stock sales to achieve asset sale tax treatment when assets are difficult to transfer individually. Learn the requirements including buyer limitations and the joint election process that gives sellers valuable negotiating leverage.
Rivkin Radlers
2:40 pm - 2:50 pm EST
Rivkin Radlers
Compare the 336(e) election to 338(h)(10), noting its broader buyer eligibility including multiple corporations, partnerships, and individuals. Understand how this seller-only election creates unique negotiating dynamics and implementation considerations for purchase agreements.
Rivkin Radlers
2:50 pm - 3:00 pm EST
Rivkin Radlers
Learn how F reorganizations facilitate complex transaction structures, particularly tax-efficient equity rollovers that neither 338(h)(10) nor 336(e) can achieve. This session walks through the multi-step structure enabling partial tax-free rollovers while providing buyers stepped-up basis.
Rivkin Radlers
3:00 pm - 3:10 pm EST
Rivkin Radlers
Address purchase price characterization risks where excess payments may be recharacterized as compensation or non-compete payments. Explore planning opportunities around personally owned assets and personal goodwill in service businesses where individuals hold key relationships.
Rivkin Radlers
SESSION I
Deposing trucking company personnel…
SESSION II
Defending the Company. Effective Deposition …
SESSION III
Defending the Company. Effective Deposition …
SESSION IV
Defending the Company. Effective Deposition …
2:00 – 3:00 PM EST
In trucking accident litigation, plaintiff attorneys must strategically depose key company personnel to uncover negligence, regulatory violations, and systemic misconduct.
This session provides practical deposition strategies to hold carriers accountable and maximize case value. From frontline drivers to senior executives, attendees will learn how to ask precise questions that expose operational lapses, reveal liability patterns, and strengthen plaintiff claims.
Participants will gain tools to challenge unsafe company cultures, evaluate inadequate training and hiring, and document compliance gaps that often lead to catastrophic incidents.
2:00 – 3:00 PM EST
In trucking accident litigation, plaintiff attorneys must strategically depose key company personnel to uncover negligence, regulatory violations, and systemic misconduct.
This session provides practical deposition strategies to hold carriers accountable and maximize case value. From frontline drivers to senior executives, attendees will learn how to ask precise questions that expose operational lapses, reveal liability patterns, and strengthen plaintiff claims.
Participants will gain tools to challenge unsafe company cultures, evaluate inadequate training and hiring, and document compliance gaps that often lead to catastrophic incidents.
2:00 – 3:00 PM EST
In trucking accident litigation, plaintiff attorneys must strategically depose key company personnel to uncover negligence, regulatory violations, and systemic misconduct.
This session provides practical deposition strategies to hold carriers accountable and maximize case value. From frontline drivers to senior executives, attendees will learn how to ask precise questions that expose operational lapses, reveal liability patterns, and strengthen plaintiff claims.
Participants will gain tools to challenge unsafe company cultures, evaluate inadequate training and hiring, and document compliance gaps that often lead to catastrophic incidents.
2:00 – 3:00 PM EST
In trucking accident litigation, plaintiff attorneys must strategically depose key company personnel to uncover negligence, regulatory violations, and systemic misconduct.
This session provides practical deposition strategies to hold carriers accountable and maximize case value. From frontline drivers to senior executives, attendees will learn how to ask precise questions that expose operational lapses, reveal liability patterns, and strengthen plaintiff claims.
Participants will gain tools to challenge unsafe company cultures, evaluate inadequate training and hiring, and document compliance gaps that often lead to catastrophic incidents.
speakers
A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.
Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety. He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.
Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024). He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.
Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.
A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.
Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety. He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.
Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024). He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.
Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.
A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.
Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety. He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.
Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024). He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.
Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.
Rivkin Radlers
Louis Vlahos practices tax law with extensive experience in corporate, individual and partnership income taxation, estate and gift taxation, including tax planning, ruling requests and tax controversy. He advises clients on corporate organizations, reorganizations, business sales and acquisitions, real estate transactions, executive compensation, estate planning, and not-for-profit matters.
Rivkin Radlers
Louis Vlahos practices tax law with extensive experience in corporate, individual and partnership income taxation, estate and gift taxation, including tax planning, ruling requests and tax controversy. He advises clients on corporate organizations, reorganizations, business sales and acquisitions, real estate transactions, executive compensation, estate planning, and not-for-profit matters.
Plans
| Access type | Individual Purchase | Basic | Premium Most Popular | Corporate CLE Plan |
|---|---|---|---|---|
| Price |
$95 – $245
Price varies based
on the course duration of 1 to 3+ hours |
$395/year
One-time purchase
|
$495/year
One-time purchase
|
Custom
based on firm size
|
| Access type | Pay per class | Unlimited annual access | Unlimited annual access | Unlimited access for all firm members |
| Number of Available Webinars | 1 | 1,000+ | 1,000+ | 1,000+ |
| Number of New Webinars Added Yearly | Limited | 500+ | 500+ | 500+ |
| Earn "Live" CLE credit |
|
|
|
|
|
Ability to Ask Questions During the Presentation via a Chat Box |
|
|
|
|
| Attend "Live" Re-Broadcasts |
|
|
|
|
| Exclusive Partner Webinars & Events |
|
|
|
|
|
Special credits (Ethics, Elimination of Bias, etc.) |
|
|
|
|
| Instant Certificates After Completion |
|
|
|
|
| Personalized CLE Platform |
|
|
|
|
| Live Conferences |
|
|
||
| Bootcamps |
|
|
| Access type |
Pay per class |
|---|---|
| Number of Available Webinars | 1 |
| Number of New Webinars Added Yearly | Limited |
| Earn "Live" CLE credit |
|
|
Ability to Ask Questions During the Presentation via a Chat Box |
|
| Attend "Live" Re-Broadcasts |
|
| Exclusive Partner Webinars & Events | |
|
Special credits (Ethics, Elimination of Bias, etc.) |
|
| Instant Certificates After Completion | |
| Personalized CLE Platform | |
| Live Conferences | |
| Bootcamps |
Why Attend
Being an attorney is hard enough without the bookkeeping/IOLTA nonsense. Ready to keep more of what you earn? Whether you’re launching a new law practice or been in your own practice for forty years, this program is your roadmap to slashing your tax bill and building real wealth. Want to write off that second home, or discover how to deduct your vacation? In this dynamic, eye-opening session, civil and criminal tax controversy attorney Eric Green will walk you through often-overlooked strategies to dramatically cut taxes, increase deductions, and protect your law practice from IRS audit adjustments. You’ll walk away armed with actionable insights you can put to work immediately and easily earn back 8-10X what you invested in this seminar!
The program will cover not just how to deduct these expenses but what documentation you need to maintain to make sure you are audit proof if Uncle Sam comes calling!
In this new expanded webinar, Eric and Leighanne will review other benefits like converting your practice to an S Corporation, retirement planning and discuss apps that can help tie all this together and make your record keeping a breeze!
Who Should Attend:
Don’t miss this opportunity to transform the way you think about taxes—and take home the tools you need to save thousands year after year.
Key topics to be discussed:
Closed-captioning available
2025-09-05 13:00:00
This program begins with the foundations of generative AI, introducing large language models and transformer architecture, then moves into practical applications for legal professionals. Participants will learn how to design and deploy custom GPTs in OpenAI and build agent-based automations in Microsoft Copilot, both of which enable legal teams to streamline repetitive work across transactional matters, litigation management, and broader legal operations. The program also highlights how to use OpenAI projects and Microsoft’s integrated tools to scale and organize AI-driven efficiencies across the legal function.
Key topics to be discussed:
Date / Time: December 19, 2025
Closed-captioning available
2025-10-30 14:00:00
Session I – Considerations: Revocable vs. Irrevocable – Georgia Bender
In this session, attorney Georgia Bender will present a brief analysis of the structures and considerations involved in revocable and irrevocable trusts and when each type of trust may be appropriate. Next, Ms. Bender will go into a broad discussion of revocable trusts and the advantages they bring in flexibility of administration, probate avoidance, and estate tax planning. She’ll then review who might be an ideal candidate for this type of trust.
Key topics to be discussed:
Session II – Irrevocable Trusts and Trust Administration – Joseph Donohue
In this session, Attorney Joseph Donohue will review four common types of irrevocable trusts and the contexts in which they are best used. Next, Mr. Donohue will offer some helpful drafting tips for trusts. Lastly, he will dive into topics surrounding trust administration from tax reporting to key phases, avoiding trust contests, and drafting documents to protect your fiduciary clients.
Key topics to be discussed:
Date / Time: December 11, 2025
Closed-captioning available
2026-05-08 14:00:00
FAQ
Yes — the Basic Unlimited Pass gives members access to all online live, replay, and on-demand CLEs, excluding only the live conferences. With the Premium Unlimited Pass, members receive access to over 11 multi-day live conferences as well.
Yes — myLawCLE is an officially accredited CLE provider and seeks CLE approval in all 50 states. Our live webinars, on-demand programs, and replays meet or exceed state bar requirements, ensuring your CLE credits are fully recognized wherever you practice.
Yes — after completing the CLE webinar, attendees select their state for CLE credit and fill out an online evaluation form. Once submitted, a CLE certificate is emailed to them and uploaded to their dashboard.
Yes — myLawCLE develops CLE programs meeting all required CLE types, including mental health, ethics, professionalism, technology, substance abuse, and elimination of bias.
myLawCLE maintains all CLE programs in its library for 12 months following the original broadcast date. Attendees can access any program that remains available in the system during this period.
Yes — all of myLawCLE’s programs are originally broadcast live, with a chat box available for attendees to submit questions during the webinar. Additionally, replays and on-demand versions offer email correspondence with the presenters for any follow-up questions.
Expand Your Legal Expertise
Requirements
The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.
Formats
