For Sellers
Sell-Side M&A Representation
Selling a business is the largest financial event most owners will ever have, and the tax structuring decisions made before you sign a letter of intent often matter more than the number on the letterhead. I represent sellers, founders, and owners through a sale, with the tax and structuring expertise built in from the start.
What sellers risk without tax-focused counsel
Most sellers focus on the purchase price and let the buyer's counsel drive the structure of the deal. That's a mistake. Whether the deal runs as a stock sale, an asset sale, or through a 338(h)(10) or 336(e) election changes what you actually keep after tax, sometimes by a lot, and QSBS eligibility, once lost, can't be recovered after the fact.
A generalist transactional attorney can negotiate the purchase agreement. What they often can't do is tell you, before the LOI is signed, whether your equity qualifies for QSBS treatment, whether an F reorganization should happen before you go to market, or how the purchase price allocation the buyer proposes will actually be taxed to you.
How a sell-side engagement typically works
- 1
Pre-sale structuring review
Before you go to market, I review your entity structure and equity for QSBS eligibility, F reorganization opportunities, and anything that should be fixed before a buyer's diligence team finds it.
- 2
LOI and structure negotiation
I review the proposed deal structure in the LOI, negotiate for the structure that minimizes your tax exposure, and flag elections a buyer may request and what they actually cost you.
- 3
Definitive agreement negotiation
I negotiate the purchase agreement itself: purchase price allocation, escrow and earnout terms, indemnification caps, and the tax representations and covenants that determine what you're still on the hook for after closing.
- 4
Closing
I manage your side of the closing mechanics, including tax elections that need to be filed jointly with the buyer and the entity actions that need to happen before funds move.
- 5
Post-closing
Earnouts, escrow releases, and indemnification claims often play out over months or years after closing. I stay involved through that tail so the exit you negotiated is the exit you actually get.
What this covers
Pre-sale tax structuring
QSBS eligibility review, F reorganizations, and entity cleanup before you go to market.
Purchase agreement negotiation
The full agreement, not just tax provisions: reps and warranties, covenants, and the terms that determine what you can still be held to after closing.
Purchase price allocation
Negotiating the allocation that determines how much of your sale proceeds are taxed as capital gain versus ordinary income.
Escrow, earnout, and indemnification terms
Structured with the tax treatment of deferred and contingent payments built in, not discovered after the fact.
Closing mechanics and the post-closing tail
From the closing checklist through the elections, escrow releases, and earnout payments that follow.
Who this is for
- Business owners preparing to sell who want the tax structuring handled before a buyer's counsel sets the terms.
- Founders selling equity who need a QSBS eligibility review before signing an LOI.
- Sellers with an existing deal in negotiation who need a second look at the tax provisions before signing.