Advisory Service
M&A Deal Structures
Asset sale vs. stock sale, earnouts, seller financing, 338(h)(10) elections. The deal structure determines the tax outcome — often hundreds of thousands of dollars between two ways of doing the same transaction.
What it is
M&A deal structuring is the tax engineering of a business purchase or sale. The negotiated price gets all the attention; the structure of how that price flows — asset vs. stock, earnout vs. lump sum, installment vs. cash, deferred comp, escrows — determines the actual after-tax outcome for both sides.
We sit on the same side of the table as your attorney during a deal, focused on the tax structure: what saves the most, what's defensible, what the buyer and seller can actually agree to.
Who it's for
- Owners selling a business
- Buyers acquiring a business (asset purchase, stock purchase, or hybrid)
- Partners exiting a partnership or LLC
- Founders planning a multi-year transition to an internal successor
- Anyone considering a 338(h)(10) election
What's included
- Asset sale vs. stock sale tax analysis for buyer and seller
- Earnout, installment, and seller-financing structuring
- 338(h)(10) election analysis when applicable
- Working capital adjustment and indemnification escrow review
- Coordination with the transaction attorney through closing
- Post-close tax planning — basis step-up, depreciation, gain recognition timing
How pricing works
Engagement-based, depending on deal size and complexity. Typically a fixed-fee scoping engagement up front to model the structures, then transaction-based pricing through close. We'll quote both pieces before any work begins.