#mergers-and-acquisitions
Accounting guidance for business acquisitions, goodwill, purchase price allocation, and deal structuring
A Phoenix operator that bought 93 fast-food restaurants in 2023 filed Chapter 11 in July 2026, disputing a $7.04 million seller note over allegedly undisclosed liabilities. The case shows why setoff clauses, escrow holdbacks, facilities diligence, and seller solvency checks matter in any seller-financed business purchase.
Prosperity Partners' July 2026 sale to Lightyear Capital is the third major accounting firm to flip private equity owners in 18 months, and over 1,000 firms worldwide have taken PE money. Here is what an ownership change means for outsourced bookkeeping clients — staff turnover, pricing resets, data migration — and how a portable plain-text ledger keeps your books out of the churn.
Stripe and Advent International offered $60.50 a share — about $53.4 billion — to buy PayPal, a deal that would merge processors handling $3.7 trillion in annual volume. History shows consolidation like Global Payments-Worldpay raised merchant costs through padded fees, so here are four concrete steps to protect your processing costs now.
On July 13, 2026, the FTC and DOJ obtained a record $12 million civil penalty from Edwards Lifesciences and Genesis MedTech for structuring a $115 million acquisition with a $25 million non-voting side investment to stay under the Hart-Scott-Rodino filing threshold. This guide explains the 2026 HSR thresholds — $133.9 million size-of-transaction and the size-of-person test — and why roll-ups, PE-backed platforms, and deals structured to "just miss" the line carry real filing risk.
Most letters of intent are labeled non-binding, but exclusivity, confidentiality, and break-up-fee clauses inside them are typically enforceable. This guide covers LOI terms in sub-$10M business sales — asset vs. stock structure, 30–90 day exclusivity windows, working capital true-ups, price allocation, and the mistakes that cost sellers deals.
Software acquired as part of buying a business amortizes over 15 years under IRC Section 197 — not the 36 months standalone software gets. How to allocate a micro-SaaS purchase price across the seven IRS asset classes, agree on Form 8594 with your seller, and record it in a plain-text ledger.
Under ASC 958-805, a combination of two nonprofits must be classified as either a merger, which uses the carryover method with no fair-value remeasurement or goodwill, or an acquisition, which requires fair-value remeasurement and an immediate expense instead of capitalized goodwill for any excess consideration.
Broadcom's FY2025: $63.9B revenue (+23.9%) and GAAP net income of $23.1B, up 292% from $5.9B — but decomposing the $17.2B swing shows revenue growth explains only 72% of it, with roughly $4.8B coming from a tax provision flipping to a $397M benefit plus one-time restructuring and discontinued-operations reversals. The durable signals are Infrastructure Software's operating margin rebounding to 76.8%, above its pre-VMware baseline, and AI semiconductor revenue guided to roughly double to $8.2B. Rebuilt line by line in a public Beancount ledger, FY2021–FY2025.
Capital One's $5.15 billion acquisition of Brex, which closed in April 2026, adds integration and roadmap uncertainty to a corporate card market that also includes Ramp, BILL Spend & Expense, and Aspire, so small businesses now need to weigh vendor stability alongside features and pricing.
Section 1059 reduces a corporate shareholder's stock basis by the nontaxed portion of an extraordinary dividend — 5% threshold for preferred, 10% for common — when received within two years of acquisition, with excess immediately taxed as capital gain. This guide covers the thresholds, the 85-day and 365-day aggregation rules, the FMV election, the non-pro-rata redemption exceptions, and the lot-level bookkeeping that keeps corporate finance teams out of audit trouble.
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.
How the net working capital peg and post-closing true-up quietly transfer cash from sellers to buyers in mid-market M&A, and the monthly accrual-basis bookkeeping discipline that protects sale price.
