Section 338h10 Election Explained for Business Sellers

Section 338h10 election explained for business sellers

Section 338h10 Election Explained for Business Sellers Quick Answer A Section 338(h)(10) election recharacterizes a stock purchase as an asset purchase for federal tax purposes, allowing the buyer to step up asset basis and accelerate depreciation while potentially preserving capital gains treatment for the seller. The election requires the buyer to acquire at least 80 […]

Tax-Free Reorganizations: A Roadmap for Smooth Business Sales

How tax-free reorganizations work in business sales

Tax-Free Reorganizations: A Roadmap for Smooth Business Sales Quick Answer A tax-free reorganization under IRC Section 368 lets founders exchange their business equity for acquiring company stock and defer federal income tax on the gain until they later sell that stock, preserving significant equity value compared to a taxable cash sale. The structure requires continuity […]

How Break-up Fees Work in M&A Transactions

How break-up fees work in M&A transactions

How Break-up Fees Work in M&A Transactions Quick Answer A breakup fee is a contractual payment a seller must make to the buyer if they terminate or abandon the deal, typically ranging from 1% to 3% of deal value. This fee compensates the buyer for time and resources spent on negotiation and discourages sellers from […]

Evaluating Revenue Quality: Factors Buyers Prioritize

Revenue quality what buyers consider high vs low quality income

Evaluating Revenue Quality: Factors Buyers Prioritize Quick Answer Buyers prioritize recurring revenue, predictable cash flow, and sustainable earnings that align with actual operating performance over one-time gains or accounting adjustments. Quality of earnings analysis strips away non-recurring items, timing shifts, and non-cash adjustments to reveal the durable core of a company’s results that will support […]

Contingent Liabilities That Can Sink M&A Deals

Contingent liabilities that can kill a deal during due diligence

Contingent Liabilities That Can Sink M&A Deals Quick Answer Contingent liabilities that can derail M&A deals include undisclosed financial obligations, poor accounting records, compliance gaps, unresolved employee disputes, and unresolved contract issues that surface during due diligence. These hidden exposures erode buyer confidence and can cause deals to stall or fail, particularly when discovered late […]