There is a natural conflict between the buyer and seller in allocating the purchase price to various tax categories. However, there are many opportunities for mutually beneficial division of tax benefits. There are also many subtle cross-currents that can dramatically alter the calculus of tax allocations, outside the usual scope of the “goodwill vs. tangible assets” discussion. Investigation of the parties’ specific tax situation and the particular transaction, in conjunction with your accountant, will help you side-step unpleasant surprises after the transaction is complete.
