Buyer and Seller at Odds: The Economic Consequences of Holding Appreciated Assets in a C Corporation

Abstract

ABSTRACT: A business holding appreciated assets is worth less to its owner if it is held in a C corporation than the fair market value of the assets. This fact arises from the double tax imposed on C corporations. One naive solution to this issue is for the shareholder to structure the sale of the business as a sale of stock in the corporation. What is often overlooked with this suggestion, however, is that the buyer will demand a discount in the price of the business if the deal is structured as a purchase of stock as opposed to a direct purchase of the assets. This economic reality is driven by the fact that the buyer forgoes the future tax savings from the step-up in basis in the appreciated assets of the target corporation in a stock acquisition. To illustrate this economic reality, this case study requires students to determine the present value of the future forgone tax savings to the buyer and to use that information along with the tax consequences to the seller to negotiate a compromise final purchase/sale agreement between the parties.