13 tagged with "Business Acquisition"
Due diligence and accounting for business acquisitions
F-Reorganization Under Section 368(a)(1)(F): The Pre-Closing Restructuring PE Buyers Use to Buy S Corporations
A practical walkthrough of the Section 368(a)(1)(F) reorganization — the six regulatory requirements, the six-step Rev. Rul. 2008-18 choreography, why PE buyers prefer it to a 338(h)(10) election, and how it preserves the operating EIN while giving the buyer asset-basis step-up and the seller tax-deferred rollover equity.
The F Reorganization: How S Corporations Restructure Tax-Free Before a Sale
An F reorganization under IRC Section 368(a)(1)(F) lets an S corporation restructure tax-free into a holding-company/QSub form so a buyer gets an asset basis step-up at any ownership percentage and sellers can defer tax on rollover equity.
Quality of Earnings Reports: How Sellers Protect Their Price in a Business Sale
A Quality of Earnings report normalizes a company's earnings, reconciles them to cash, and tests every add-back. Sellers who commission their own QoE averaged a 7.4x EBITDA multiple versus 7.0x for those who did not.
Section 7874 Anti-Inversion Rules: Why a Foreign Parent Does Not Always Mean a Foreign Tax Bill
Section 7874 treats a foreign parent as a U.S. corporation when former U.S. owners hold 80% or more, and penalizes inversion gain for 10 years at 60-80%. The substantial business activities safe harbor requires 25% of employees, assets, and income in the foreign country.
ASC 805 Purchase Price Allocation: Acquired Intangibles, Earn-Outs, Pushdown Accounting, and Form 8594 Reconciliation
How acquirers execute a purchase price allocation under ASC 805 — identifying intangibles, handling bargain purchases and earn-out volatility, electing pushdown accounting, and reconciling the GAAP allocation to Form 8594 under Section 1060.
Section 382: Why Acquirers Lose a Target's Net Operating Losses
Section 382 caps how fast an acquirer can use a target's net operating losses after an ownership change — annual limit equals the loss corporation's equity value times the long-term tax-exempt rate (about 3.58% in early 2026). Here is what triggers it and the legitimate workarounds.
Section 197 Intangibles: 15-Year Amortization for Goodwill, Customer Lists, and Non-Competes
Section 197 requires buyers in a taxable asset acquisition to amortize acquired intangibles — goodwill, customer lists, workforce in place, covenants not to compete — straight-line over 180 months. This guide walks through Form 8594 purchase price allocation, the anti-churning rules for related-party deals, the no-loss rule on dispositions, and Form 4562 reporting across the full 15-year cycle.
Section 368 Tax-Free Reorganizations: How Type A Mergers, Type B Stock Swaps, and Type C Asset Deals Defer Tax in Strategic M&A
Section 368 defines seven reorganization types (A through G) that defer corporate and shareholder tax in M&A. This guide covers the 40% Continuity of Interest test, Type A statutory mergers, Type B stock-for-stock swaps with the 80% control requirement, Type C asset deals, and forward/reverse triangular merger structures with their consideration limits.
Form 8594 and Section 1060: Allocating Purchase Price Across Asset Classes I–VII in a Business Sale
Buyers and sellers in an asset acquisition must each file Form 8594 under Section 1060, allocating consideration across seven asset classes using the residual method. Mismatched filings can trigger $50,000 penalties and audit cascades; a single dollar moved between Class IV inventory and Class VII goodwill can swing after-tax cash by 17 cents.
Representations and Warranties Insurance in Middle-Market M&A: Coverage, Claims, and Costs in 2026
A practitioner's guide to representations and warranties insurance (RWI) for middle-market M&A in 2026 — how buy-side and sell-side policies work, premiums around 2.5–3% of limit with retentions near 0.5%, the top breach categories driving claims, and when traditional escrow still wins.
Section 197 Amortization of Intangibles: How Buyers Write Off Goodwill, Customer Lists, and Non-Competes Over 15 Years
Section 197 lets buyers in U.S. asset acquisitions amortize goodwill, customer lists, non-competes, and other intangibles ratably over 180 months. This guide covers the eight qualifying categories, Form 8594 allocation across Classes I–VII, the pooling rule, and anti-churning traps that can wipe out the deduction.
Asset Sale vs Stock Sale: How M&A Deal Structure Decides Who Pays the Tax
An asset sale vs stock sale changes who pays tax, who carries liability, and how a deal closes. Compare 2026 tax math, successor liability doctrines, and the S-corp hybrid structures — Section 338(h)(10) and F-reorganizations — that now dominate mid-market deals.