M&A Earnouts? Count on Book & Tax Implications

  |  April 7, 2021

A key challenge in any deal negotiation is agreement on purchase price between the buyer and seller. To reach an appropriate purchase price that takes uncertainty into account, parties may choose to include an “earnout” in the acquisition agreement and must be aware of book and tax implications early on in the process. Read more.
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An Introduction to Misleading Charts: When Good Data Is Plotted Badly

  |  January 27, 2020

Communication has become more visual than ever before. Just look at Instagram, Facebook, Twitter’s world of 280 character tweets, and now TikTok. The chart remains an effective way to visually communicate data, and almost anyone with access to charting software, such as MS Excel, can easily create one. But while charts can be valuable tools to help present data as compelling stories, charts can also mislead. Read more.
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Sell-Side Tax Considerations for Mergers and Acquisitions – Part 3: Effectively Negotiating the Tax Aspects of the Purchase Agreement

  |  June 12, 2019

A purchase agreement not only sets forth the terms and structure of the transaction, but also establishes who benefits from valuable tax deductions that may be created in connection with the transaction.

Hence, it is of critical importance that sellers have a thorough understanding of the various tax sections of a purchase agreement and take a proactive approach to achieving the desired outcomes. Read more.

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Sell-Side Tax Considerations for Mergers and Acquisitions – Best Practice #2: Evaluating Tax-Structuring Alternatives

  |  May 28, 2019

Ensuring that a transaction is structured in a tax-efficient manner is critical in maximizing a seller’s after-tax proceeds. Evaluating the various structuring alternatives available before undertaking a formal sale process allows a seller to identify a preferred structure and set expectations with prospective buyers regarding deal structure at the onset of the sale process. Read more.
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Sell-Side Tax Considerations for Mergers and Acquisitions – Part 1: Performing Sell-Side Tax Due Diligence

  |  May 20, 2019

Now more than ever, sellers and their advisors are beginning to appreciate the value of having a thorough understanding of a company’s tax profile, areas of potential tax risk, tax attributes, and desired structure of a transaction before undertaking a deal process. Amid these changes in the dynamics of how sellers approach taxes in sale transactions, employing best practices can have a dramatic impact on outcomes.

In this article and two more to follow, we outline three best practices that are some of the most critical for sellers to consider in order to maximize deal value and ensure a smooth process when disposing of a business or business line. Read more.

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The Value of Due Diligence to a Business Transaction

  |  May 3, 2019

You’ve decided to sell your company. How do you make sure you will receive fair value for the true worth of the business? After all, you have spent years building a brand, a reputation, and success of your business. Now that you’re finally considering your exit strategy, it is vital that you can meet your objectives when the exit is imminent. Read more.
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The Impact of M&M Candies in Business Valuation

  |  January 31, 2019

Rock band Van Halen’s 1982 world tour performance rider contained a provision (under the Munchies section) demanding a bowl of M&M candies backstage, with all the brown M&Ms removed. The consequence of even a single brown M&M found in the bowl was a forfeit of the entire show at full price – and maybe even a trashed dressing room.  

The motivation behind the provision was actually a hidden safety measure. Read more.

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