The Shotgun Clause in Your Operating Agreement: How a Texas Shootout Breaks a 50/50 Deadlock
A shotgun clause lets one 50/50 LLC member name a buyout price the other must accept or match — a fast deadlock exit, if you avoid the valuation traps.
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Business Exit
Exit strategies and planning for business owners preparing to sell, retire, or transition
Farm Succession Planning: How to Pass the Land, the Equipment, and the Management to the Next Generation Without Splitting the Family
Only 23% of family farms have a succession plan. Transfer management first, use LLC interests plus IRS Sections 2032A and 6166, and keep the farm intact.
Can You Sell a Business With an SBA Loan? Payoff, Short Sale, or Assumption
Yes — with lender approval. Pay off your SBA loan from sale proceeds, negotiate a short sale, or transfer it via buyer assumption.
The Working Capital Adjustment Trap: Why Your Sale Price Can Shrink 90 Days After Closing
A bare-number working capital peg lets the buyer restate your closing sheet under GAAP and bill you the gap — demand symmetric methods in the agreement.
SBA SOP 50 10 8.1 Takes Effect October 1: What the New Change-of-Ownership Rules Mean for Buyers and Sellers
SBA SOP 50 10 8.1 raises acquisition DSCR to 1.25x on historical cash flow, mandates QoE at $3M+, and caps minority equity—effective October 1, 2026.
South Dakota Caps Sale-of-Business Non-Competes at Three Years: What Buyers and Sellers Must Rewrite Before Closing
South Dakota HB 1180 voids ownership-transfer non-competes past three years from July 1, 2026 — rewrite duration, scope and geography before closing.
Dollar-Cost Averaging vs. Lump-Sum Investing: How Business Owners Should Invest a Windfall After Selling the Company
Lump-sum investing beat 12-month dollar-cost averaging about two-thirds of the time — but set aside the US capital gains reserve before deploying a dollar.
Selling the Family Business to Your Children Without Handing the IRS a Second Payday
An IRS Section 453 installment sale spreads the gain across your retirement, while $19,000 annual gifts and 20-40% valuation discounts move value tax-free.
What Happens to Your 401(k) Plan When You Sell or Close Your Small Business
To close a 401(k) when selling or shutting down: board resolution, full vesting, distribute within 12 months, file a final Form 5500.
Why Every Private-Equity Deal for a CPA Firm Splits Into an Attest and a Non-Attest Entity
US law bars non-CPAs from owning an attest practice, so every CPA-firm PE deal splits in two — and only 30–50% of the headline price is cash at close.
Rollover Equity When You Sell Your Business: Section 721 Deferral, the Second Bite, and Minority Protections
Section 721 defers tax on the ~20% sellers roll into a PE buyout — but junior securities, leverage, and weak minority rights can erase the second bite.
Canada's Capital Gains Inclusion Rate Is Still One-Half: Selling a Business or Rental in 2026
Canada cancelled the two-thirds capital gains inclusion rate on March 21, 2025, but kept the $1.25M lifetime exemption — roughly $1,275,000 indexed for 2026. Here are the QSBC tests, CCA recapture, and 45(2)/45(3) elections that decide your bill.