Seller Notes: The Insider’s Guide to This Powerful M&A Financing
We help founders and buyers close deals that make sense. A seller note is a strategic debt tool that lets an owner take part of the purchase price over time. This structure adds flexibility when a buyer and business owner differ on value. Used properly, this financing reduces upfront cash needs and bridges a price […]
Unlock Hidden Business Value: Curated M&A Deals for Working Capital
We cut through transaction noise. The purchase price adjustment on the closing statement is driven by how the purchase agreement defines net working capital, cash, and debt. That definition shapes final value for both buyer and seller. We help founders and buyers set a clear working capital target in the agreement. Early preparation of the […]
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: 12 Key Elements & Provisions Explained (2026)
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 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 […]
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 […]