How to Sidestep Capital Gains on a Business Sale
We guide owners through early tax planning that protects deal value. A proactive plan starts long before a buyer signs a letter of intent. Small moves now can cut the tax hit at exit. Allocation of the purchase price shapes after-tax proceeds. We review asset mix, timing, and entity choices. That approach often lowers the […]
How to Calculate Working Capital When Selling a Business
We guide founder-led owners through the financial details that shape final proceeds. Understanding working capital is not optional. It affects the purchase price and the buyer’s confidence in the deal. Too many sellers leave this issue until the last minute. That can derail the entire sale process. We help owners set a clear target, align […]
Section 338(h)(10) Election Explained for Business Sellers
Section 338(h)(10) Election Explained for Business Sellers Section 338(h)(10) election in 2026 converts a stock sale to a deemed asset sale for tax purposes, giving buyers step-up in basis while preserving seller-friendly stock-sale mechanics. Eligibility: target must be an S-corp or C-corp subsidiary in a consolidated group. Day 1/day 2 mechanics: purchase price allocated to […]
Tax-Free Reorganizations: A Roadmap for Smooth Business Sales
Tax-Free Reorganization Roadmap for Founder Sales Under IRC Section 368 Quick Answer A tax-free reorganization under IRC Section 368 lets founders swap stock in their company for stock in the acquirer and defer federal income tax on the gain until they later sell the rollover shares. The seven qualifying structures each carry their own continuity, […]
Reps and Warranties Insurance for Sellers in 2026: Premiums, Coverage Scope, and When It Actually Makes Sense
How R&W insurance shifts indemnification risk from seller to insurer. Premiums (2-4% of policy limit), coverage scope, and when it makes sense for $10M+ deals.
Drag-Along and Tag-Along Rights in Partial Sales: How Each Clause Really Works and the 3 Traps First-Time Sellers Miss
How drag-along and tag-along clauses affect founders in PE recaps and partial sales. Real examples, what to negotiate, and the 3 traps that catch first-time sellers.
Revenue Quality: The 7 Factors Buyers Score Before They Bid in 2026
Revenue Quality: The 7 Factors Buyers Score Before They Bid in 2026 Revenue quality is the single biggest input into your sale multiple after EBITDA. Buyers score seven factors before they bid: (1) recurring revenue percentage, (2) customer concentration, (3) contract length and renewal history, (4) gross margin sustainability, (5) revenue growth trajectory, (6) collections […]
Explain How Selling Affects Employment.: How a Business Sale Affects
What actually happens to employees post-close: retention, layoffs, benefits transitions, non-compete enforcement. Different by buyer type — search funds keep most, strategics cut most.
Seller Expectations for Employment Agreements Post-Sale
Seller Expectations for Employment Agreements Post-Sale Quick Answer Most employment agreements transfer automatically in a stock sale, but in an asset sale the buyer typically assumes only agreements for key employees they choose to retain. Either way, sellers should expect buyers to conduct detailed due diligence on wage and hour compliance, benefits administration, and restrictive […]