Stacey Roberts at TaxOps and Joseph Geiger at Vertex 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.

Sales and Use Tax Implications of Business Acquisitions:

Stock vs. Asset Sales, Successor Liability, Exemptions

July 17, 2023 | 11:00 am – 12:50 pm MT

Live 110-minutes CPE webinar with interactive Q&A

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 cover these and other key issues:

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

Presented By

Stacey Roberts, CPA
Director State and Local Tax, TaxOps

Stacey Roberts works closely with business clients managing all compliance issues related to state income/franchise and sales and use tax for flow through entities and C corporations across various industries; identifying planning opportunities and state and local credits and incentives; and mitigating state and local tax controversy issues with auditors and taxing jurisdictions. Her 25 years of experience in state and local tax also includes three of the Big Four accounting firms and a Fortune 500 company. She is a member of the Colorado Legislative Tax Policy Task Force through 2026 and a frequent speaker and author on SALT issues including the Journal of State Taxation, Strafford Publishing, and more.

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 income, sales and use and other taxes, with particular expertise in tax appeals, audit controversies and reverse audits. He also has experience with taxation of P-card purchases. In addition he has worked in tax compliance for corporations and for public accounting firms.

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