ESOPs: Selling Your Company to Your Employees
Explains how employee stock ownership plans work, their tax advantages under Sections 1042 and 4975, the cost and complexity of setup, and when an ESOP exit makes sense.
What Is Your Business Actually Worth? Valuation Basics for Owners
Explains the fundamentals of business valuation, including the three main valuation approaches, why earnings quality matters, valuation discounts, and the importance of an independent appraisal.
Passing the Family Business to Your Children Without Wrecking It
Covers how to separate ownership from management, communicate with the whole family, set up governance, and plan taxes when transferring a family business to the next generation.
Selling to Your Management Team: How It Actually Works
Breaks down the practical steps in a management buyout, including valuation, seller financing, deal structure, earnouts, and governance among multiple buying managers.
When Should You Start Planning Your Business Exit? (Earlier Than You Think)
Explains why exit planning should begin years before a sale or transition, covering value-building, tax runway, unpredictable life events, and successor readiness.
Reps and Warranties: The Fine Print That Decides Disputes
Breaks down how representations and warranties, disclosure schedules, survival periods, and indemnification caps in a business purchase agreement determine who bears risk after closing.
Joint Ventures: Sharing Upside Without Merging
Covers how to structure a joint venture between two companies, including entity choice, ownership contributions, governance, competition issues, and planning the exit in advance.
Purchase Price Allocation: The Negotiation After the Negotiation
Explains why allocating a business sale's purchase price across asset categories is a second, often overlooked negotiation with real tax consequences for both buyer and seller.
What Is an F-Reorganization and Why Do Buyers of S Corporations Love It?
An explanation of F-reorganizations for S corporation owners, covering why buyers request the structure and what sellers should negotiate before agreeing to it.
Seller Financing a Business Sale: Protecting Yourself
A guide for business sellers on structuring seller-financed notes with proper collateral, covenants, and default remedies to protect themselves after closing.
Earnouts: bridging the valuation gap (and the fights they cause)
Discusses why earnouts are used to resolve pricing disagreements in business sales, the common sources of post-closing disputes, and how to structure earnout terms to reduce conflict.
Due diligence: what buyers look for in a small business acquisition
Outlines the main areas buyers scrutinize during due diligence on a small business, including financials, contracts, employment matters, litigation history, and licensing, and why seller preparation matters.
What is a letter of intent and how binding is it?
Explains what a letter of intent typically covers in a business sale, which provisions are usually binding even when the main deal terms are not, and why careful drafting matters.
The tax consequences that should drive your deal structure
Walks through how purchase price allocation, entity type, and timing of payments affect the tax outcome of a business sale, and why these issues need to be addressed before the deal structure is finalized.
Asset sale vs. stock sale: why buyers and sellers want different deals
Explains why buyers typically favor asset purchases and sellers typically favor stock sales in a business acquisition, and how tax treatment and liability exposure drive that divide.
Restructuring a distressed business before bankruptcy becomes the only option
An overview of early warning signs of business distress and the creditor negotiation, operational, and out-of-court restructuring options available before bankruptcy becomes unavoidable.
What does an outsourced general counsel actually do?
A day-to-day breakdown of the services an outsourced or fractional general counsel typically provides, from contract review and governance upkeep to employment guidance and advisor coordination.
When should a business have outside general counsel?
A guide to the common triggers — growing contract volume, employment complexity, capital raises, recurring disputes, and uncertain decision-making — that signal a business has outgrown ad hoc legal help.
Converting your entity: LLC to S corp and other moves
A plain-language look at how LLC-to-S-corp elections and other entity conversions work conceptually, and why they require coordinated legal and tax advice before filing anything.
Officer and director liability: what executives should know
An overview of when corporate officers and directors can face personal liability, and the governance habits, insurance, and indemnification protections that help reduce that risk.