Insights

Practical explainers on the tax and structuring questions that come up in M&A deals.

• What Is an F Reorganization (and Why Buyers Ask for One)

  A plain-English look at why buyers request F reorganizations before closing, and what it means for sellers.

• Asset Purchase vs. Stock Purchase: What It Actually Means for Your Taxes

  The structuring decision that shapes almost everything else in a deal, explained for buyers and sellers alike.

• Section 338(h)(10) Elections, Explained for Buyers Who Aren't Accountants

  What a 338(h)(10) election does, when it helps, and the tradeoffs buyers should understand before asking for one.

• QSBS: The Tax Break Founders Forget to Plan For Before They Sell

  Qualified Small Business Stock can shelter significant gain, but only if the groundwork is laid early.

• What Tax Due Diligence Actually Catches (With Real Examples)

  The kinds of tax exposure that surface in diligence, and why catching them before signing matters.

• Earnouts and Escrows: How They're Taxed and Why It Matters at the LOI Stage

  Deferred and contingent purchase price has its own tax rules, and they should shape the LOI, not just the closing docs.

• When Your M&A Attorney Should Bring in Tax Counsel (and When They Shouldn’t Need To)

  A guide for deal counsel and clients on recognizing when a deal has crossed into complex tax territory.

• Rollover Equity: The Tax Trap Buyers and Sellers Both Miss

  Rollover equity looks simple on a term sheet. The tax mechanics underneath it are not.

• Purchase Price Allocation: Why Buyers and Sellers Fight Over It

  The allocation schedule quietly decides who pays what in taxes, which is why it’s rarely as easy as it looks.

• A Buyer's Checklist for the Tax Questions to Ask Before You Sign an LOI

  The tax questions worth answering before you sign, not after: a practical checklist for buyers.