Buying or selling a business
What we do
- Structure the sale of your business to pay the least tax
- Calculate your after-tax proceeds so you know what you’re getting
- Handle tax due diligence inquiries from the Buyer for a worry-free deal
- Analyze tax-related provisions in the deal document so you’re not blindsided
Structuring to minimize tax
There are two main structures for selling a business, an asset deal and a stock/equity deal. Within those structures there are nuances like an F Reorg. We explain the pros and cons and tax implications of each. If the Buyer insists on an asset deal, we can often negotiate additional sales proceeds by using the Buyer’s tax benefits as leverage.
Often you will achieve the maximum proceeds by agreeing to earnouts. We help structure the earnouts to ensure tax advantages are preserved. We help structure any rollover equity you’re taking in the Buyer to set you up for the best after-tax outcome from a second bite at the apple.
M&A Packages
Comprehensive plans for your business sale, so you know ahead of time just what you’re dealing with.
DETAILSDoing tax due diligence
Due diligence can be stressful. We handle all of the tax due diligence inquiries from the Buyer. This means you can avoid unnecessary reduction in the proceeds due to holdbacks for tax exposures. Expect the Buyer to hire tax experts to allege there are unpaid income, sales, or payroll taxes. We will respond aggressively. Don’t go it alone on tax due diligence, we’ve seen many deals derailed when the tax exposures aren’t carefully managed.
If you’re the Buyer, we will uncover the hidden tax liabilities that could come back to cost you and work with you to negotiate the necessary holdbacks and escrows to protect your investment.
. . . handled the tax aspects of the reorg and structured the purchase to achieve the best tax outcome.
Modeling the best tax outcome
You’ve spent years building your business. When it comes time to sell, you need concrete answers on your after-tax proceeds. Smart business owners understand it’s not the flashy top line sales price that matters, it’s what you walk away with after paying taxes.
Tax laws change constantly. Our modeling of the tax consequences takes into consideration the most current tax planning strategies. We understand you want no surprises – you want to know how much tax you have to pay on the deal proceeds and when. That’s what our models do.