Ali Jones is a new client at your firm.  Ali owns a majority interest in an appliance manufacturing company, "Ali's Appliances."  Ali owns 51% of Ali's Appliances.  Ali's Appliances has manufacturing operations in State A and State B and makes substantial sales every year in State A, State B, State C, and State D.  Ali owns a house in State A and State B.  Ali has approached your firm and says that she is going to be selling the business, Ali's Appliances, for $50 million.  The other owners of Ali's Appliances (each owning a 1% interest) have agreed to sell the business as well.  Ali says she has knows the federal tax stuff, but needs advice on the state tax considerations of the sale of the business.

In order to asses the state tax issues, what questions do you ask Ali?  What additional information do you need about Ali and Ali's Appliances?  What would you research about State A, State B, State C, and State D?  Ali also asks whether it matters whether she sells her ownership interest in the business or all of the assets of the business from a state tax standpoint.  Does it?  Initially, what advice would you provide to Ali with respect to the state tax consequences