I'm looking at an asset purchase of an S-Corp. Seller would receive 80% at close and carry 20% as a note. His CPA is telling him that he'll generate a large tax liability and all of it will be due in the current tax year. That sounds incorrect to me... at a minimum I would expect this to qualify as an "installment sale" which would I believe kick some of the tax out to later years. Does anyone have any guidance for me that I could send his way? Other strategies to defer tax and maximize after-tax proceeds on an asset purchase of an S-Corp?