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.