Planning to buy or sell a business

Planning to buy or sell a business

What we do

  • Explain the different structures and their pros and cons.
  • Model the after-tax proceeds of alternative scenarios.
  • Conduct “tax due diligence readiness” so there are no surprises, and work with you to mitigate any tax exposures we find.
  • Complete pre-deal estate/gift tax planning and charitable planning so you can take care of what’s important to you.

Structuring to minimize tax

We cut through the jargon about deal structures so you’re prepared when that Letter of Intent lands in your in box. What are the pros and cons of an asset deal versus a stock deal? What’s an F Reorg and why do most buyers want to use them?

What are holdbacks and escrows used for and what are their tax consequences? How should you structure earnouts and rollovers to ensure you benefit from the future growth of your business? We prepare you to respond quickly and negotiate with confidence for the best outcome.

Doing tax due diligence

We understand that sometimes the formalities of income, sales, and payroll tax compliance have taken a back seat to other priorities as you’ve grown your business. We will conduct comprehensive pre-deal tax due diligence to identify the tax exposures that exist in your business. We know what Buyers are going to look for, and we make sure there are no surprises when the Buyer’s tax due diligence team issues its report.

Just as importantly, we will propose a plan to mitigate the tax issues before negotiations begin. We’ve seen deals fall through because of sloppy tax compliance. Don’t let that happen to you.

Modeling the best tax outcome

The best time to ensure you pay the least tax on your deal is before negotiations begin. We can model different scenarios and show you how various deal structures, purchase price allocations, and earnouts change your after-tax proceeds. Is there tax planning we can do now to set you up to keep more of your proceeds after tax?

Is leaving a legacy important to you? We will work with your estate planning professional to set your family up for generations.

 

Diane was the MVP of our deal team . . . reducing the sales tax exposure by 90%.

Jim Hollen
President, Rich Ltd.
TESTIMONIALS