Sell-side preparation
A business sold cold is a business sold at a discount. We prepare sell-side engagements over months, not weeks: cleaning up the financials so diligence is fast, producing a defensible normalized EBITDA, supporting a quality-of-earnings review by an outside party when called for, and structuring the transaction to be as tax-efficient as the facts allow. Stock vs asset sale. Allocation of purchase price. Installment-sale treatment, and whether to elect out of it. Each of these has real dollars attached.
Buy-side diligence
On the other side of the table, we read the financials the way an operator would if they were about to own them. Revenue quality. Margin sustainability. Customer concentration. Working capital normalization. Debt-like items hiding in the balance sheet. The tax exposure the seller did not mention. After the diligence, we help structure the deal so the buyer inherits a clean tax position rather than a latent liability.
Partner buy-ins and buy-outs
A partner joining or leaving is a transaction. Real valuation, real tax treatment, real cash-flow coordination on both sides. For the entering partner, the work is about basis and capital-account setup. For the departing partner, Section 736(a) vs 736(b) allocation has material tax consequences. We sit in the middle and make sure both parties understand what they are signing.
Succession planning for founder-led businesses
The move from founder-led to post-founder rarely happens cleanly without planning. The options are an internal buy-out by a management team, a sale to a strategic buyer, a sale to a financial buyer, or an ESOP. Each has materially different economics for the founder, different timelines, and different preparatory work. The decision is not only about which option pays the most. It is also about what the founder actually wants the rest of their working life to look like. We help work through all of it.
Coordination with attorneys, bankers, and investors
A well-run transaction has four seats at the table: the business, the attorney, the banker or broker, and the financial advisor. We take the last seat. We do not try to be the attorney and we do not try to be the banker. We do the tax and financial work and we hold the overall strategic picture across the other parties.
When we decline
We turn down transaction work that is too small for us to serve with full depth, and we turn down work that is far outside the industries we know best. We would rather send you to the right firm than stretch ourselves thin. Transaction engagements are selective by design.
Transaction work is selective by design. We turn down engagements we cannot serve with full attention. Ask us early.
Related reading
The information on this page describes services we offer and general considerations for the subject matter. It is not advice for your specific situation, does not create a client relationship, and should not be relied upon without direct consultation. Tax and accounting rules change frequently. Specific outcomes depend on the facts of each engagement and the terms of a signed engagement letter. Dollar figures and examples are illustrations, not projections of your results.