#mergers-and-acquisitions
Mergers and Acquisitions
Accounting guidance for business acquisitions, goodwill, purchase price allocation, and deal structuring
Section 280G Golden Parachute Payments: The 3× Trigger, 20% Excise Tax, and the Private Company Cleansing Vote
Section 280G disallows the corporate deduction and imposes a 20% Section 4999 excise tax once parachute payments to a disqualified individual reach three times the executive's five-year average W-2 compensation, with the penalty applying to everything above 1× the base amount. Private companies can eliminate the consequences entirely through a 75% disinterested shareholder vote paired with conditional waivers signed before closing.
Customer Concentration Risk: The 10% Rule That Quietly Drains Valuation, Credit, and Leverage
Customer concentration above 10% triggers GAAP disclosure, and concentrations above 30% can knock 20–35% off a sale price and shrink bank advance rates. Where the danger thresholds sit, how lenders and acquirers price the risk, and how to diversify revenue before it costs you.
Earnouts in M&A: Bridging the Valuation Gap Without Walking Into a Lawsuit
About one third of 2024 private-target M&A deals included an earnout, and median earnout potential rose to roughly 43% of the closing payment. This guide explains contingent purchase price structure, Section 453 installment-sale tax mechanics, the compensation-versus-purchase-price trap, and the recurring drafting mistakes behind six of the last seven major Delaware decisions favoring sellers.
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.
Valuing a Closely-Held Business: Asset, Income, and Market Approaches for Exits, Buyouts, and Estate Transfers
Three valuation approaches — asset, income, and market — can produce 50% differences in indicated value for the same closely-held business. This guide explains when each fits, how DLOM and DLOC discounts apply, and what records owners need before a sale, partner buyout, or estate transfer.
Installment Sales and Form 6252: Spreading Capital Gain Across Future Years
How IRC Section 453 and Form 6252 let sellers spread capital gain on seller-financed real estate or business sales across the years payments arrive — including the gross profit percentage formula, the depreciation recapture trap, the Section 453A interest charge on installment balances above $5 million, and when to elect out.
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.
Goodwill in Accounting: What It Is, How It Works, and Why It Matters
Learn what goodwill is in accounting, how to calculate it when acquiring a business, how impairment testing works under ASC 350, the difference between public and private company rules, and common mistakes to avoid.