Seller Notes in a Business Sale: The 2026 Insider’s Guide to Structure, Interest, and Subordination
Seller Notes in a Business Sale: The 2026 Insider’s Guide to Structure, Interest, and Subordination A seller note in a business sale is debt the seller takes back as part of the purchase price, letting a buyer defer 10-30% of the cash payment over 3-7 years at interest. It bridges valuation gaps when buyers and […]
Working Capital Adjustment in M&A Deals in 2026: How the Peg Definition Actually Decides Final Value
Working Capital Adjustment in M&A Deals in 2026: How the Peg Definition Actually Decides Final Value The working capital adjustment on the closing statement is where most sellers give up more value than they realize. How the purchase agreement defines net working capital, cash, and debt-like items determines the final wire amount and the post-close […]
Sell Business Asset or Stock Sale? Understand the Cost Factors
Deciding how to structure a transaction matters. We walk you through the practical trade-offs between an asset approach and a stock route. This choice shapes the tax picture and the flow of cash to owners. We cut through jargon. We show how entity type — a C corporation or another form — changes outcomes. Our […]
Selling a Business? Our Due Diligence Expertise Guides You
We guide founders and owners through the full sale lifecycle. Our team cuts through noise and gives clear, practical steps to prepare for the buyer review. Start early. Save time. Protect value. Most review windows run 90 to 120 days, though some buyers push for 60. That timeline shapes the entire transaction. We help sellers […]
Maximize Your Valuation: Sell to Private Equity
Selling your business marks a major life event. We have sold five firms over two decades. That experience guides our view. Owners face a complex landscape when weighing a majority sale. Many companies seek clarity on how equity partners change long-term plans. We cut through the noise. This article lays out the pros and cons […]
Selling Your Business? Choose Between Stock or Asset Sale
We help founders and sponsors cut through jargon and make the core tradeoffs clear. Mike Rosendahl guides our approach to the practical tax and legal choices that shape any exit. Choosing an asset or stock structure fundamentally alters tax treatment, liability exposure, and net proceeds. That choice shapes purchase price, contract terms, and the timeline […]
Definitive Purchase Agreement in 2026: The 12 Sections That Decide Who Pays What Post-Close
What’s in a 50-150 page DPA: reps & warranties, closing conditions, indemnification, working capital adjustments, and the 12 sections that decide who pays what post-close.
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 assets rather than stock, with recapture triggered […]
What is a No-Shop Clause and When Should You Agree to One?
What is a No-Shop Clause and When Should You Agree to One? Quick Answer A no-shop clause is an exclusivity provision that prohibits a seller from soliciting or accepting competing offers for a defined period, typically 30 to 90 days. It gives the buyer uninterrupted time to complete due diligence and protects both parties’ investment […]