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 […]
Basket and Cap in M&A Indemnification in 2026: The 0.5%-1% Basket and 10%-25% Cap Ranges
Basket and cap in M&A indemnification are the two mechanics that limit seller liability post-close. The basket (deductible or tipping) sets a minimum threshold before buyer indemnification claims trigger , typically 0.5-1% of purchase price. The cap sets the maximum aggregate seller exposure , typically 10-25% of purchase price without RWI, dropping to 0.5% retention […]
Purchase Agreement or Letter of Intent: Which is Right for You?
Purchase Agreement or Letter of Intent: Which is Right for You? Quick Answer A letter of intent is a short, usually non-binding document (3-8 pages) that signals buyer interest, locks in price and basic terms, and grants exclusivity during a 60-120 day due diligence period. A purchase agreement is the final, legally binding contract drafted […]