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Tax Traps, NYS Bulk Sales Rules & Considerations in Buying or Selling a Business


Cost Free
Presentation Length 1.0 hour

Recorded DateJanuary 8, 2021
CPE:Not available
(archived webinars do not offer CPE credits)
Subject AreaBusiness Law
Course LevelBasic
Course Description

A successful purchase or sale of a business requires good legal, business, and financial advice. The deal will necessarily involve analyzing the business’s assets and liabilities and how best to structure the transaction to take advantage of corporate and tax laws. Additionally, buyers and sellers must understand how their choices can affect their potential liability post-sale.

This webinar discusses the key issues each side must consider in the purchase and sale of a business.

Learning Objectives:

  • Identify how to navigate the mergers and acquisitions process

  • Define how to conduct due diligence

  • Determine the consequences of stock sales vs. asset sales

  • List buyer traps under NYS bulk sales rules

  • Recall examples of recordkeeping requirements

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An attorney for over 30 years, Karen founded Tenenbaum Law, P.C., which helps individuals and businesses facing IRS and New York State tax problems. Karen and her team have successfully represented clients in matters, including:

  • Federal & State Audits
  • IRS Appeals & NY State Conciliation Conferences
  • Federal & NYS Collection Issues, including Liens, Levies, Warrants & Seizures
  • Offers in Compromise and Installment Agreements
  • Responsible Officer Assessments
  • NYS Residency Audits
  • NYS Voluntary Disclosure

Karen is a frequent speaker on IRS and NYS tax issues for numerous professional groups on New York State residency, IRS and NYS collections, and more. Karen’s knowledge and leadership have established her as a leading tax attorney in the NY area. Karen was selected as a New York Super Lawyer as a tax law practitioner for the past four years. Karen was quoted in Money Magazine's article, “Retire - A Snowbird Flight Plan on Residency Matters.”


Allison W. Rosenzweig concentrates her practice on business and transactional matters for a wide range of clients, including startups, closely-held companies, and national entities. Her experience includes mergers and acquisitions, equity financing, early-stage investing, entity formation and governance, business divorce, the drafting and review of shareholder and operating agreements, supply and distribution agreements, entertainment agreements, licensing agreements, employment and consulting agreements, and a wide variety of other general corporate and commercial contracts.

Ms. Rosenzweig is also a frequent writer and lecturer on a variety of corporate law topics. To see her most recent articles and engagements, you can go to Allison's Corporate Corner, the destination for your corporate legal needs.

She served as Co-Chair for Smile Farms’ Summer Soiree, a fundraising event for a not-for-profit organization that assists developmentally disabled adults in finding employment at local farms, urban gardens, and greenhouses. She is also a volunteer with Achilles Kids, a program that helps children with disabilities incorporate physical activity into their lives to help with development.


Scott Ahroni is a partner in Robinson Brog’s Tax Department. His practice focuses on Federal and New York State and New York City tax controversies, representing clients in federal and state criminal investigations and revenue crimes bureau and special investigation unit examinations where he assists clients in, among other things, responding to subpoenas and investigative demands. Mr. Ahroni also assists his clients with tax planning for both domestic and cross-border transactions related to income, estate, corporate/franchise, sales, and withholding tax obligations.

About Our Presenter

Tenenbaum Law, P.C. provides legal counsel to individuals and businesses facing IRS and NYS tax problems. The firm represents taxpayers before the IRS and New York State Department of Taxation of Finance on matters such as individual and business tax audits, NYS & NYC residency audits, IRS Appeals, NYS Conciliation Conferences, voluntary disclosures, Installment Agreements, Offers in Compromise, levies and seizures, innocent spouse relief claims, and penalty abatement requests.