Lower-Middle Market Mergers & Acquisitions

NOTICE TO ALL BUSINESS OWNERS: Quit Your Country Club if You Want to Sell Your Business!

Posted on: 08/02/17 by: Scott D. Mashuda

I have nothing against the game of golf, your friends, or your social life.  But, the stories of M&A bravado exchanged at your country club are keeping you from selling your business.

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Asset Sale vs. Stock Sale

Posted on: 02/03/16 by: Scott Mashuda

Generally, an asset sale provides the best after-tax outcome to a business buyer and a stock sale results in the best after-tax consequences for the business seller.  However, since there are many factors to consider besides tax consequences when buying or selling a business, the tax effect cannot be considered in a vacuum.  There will always be an adverse tax effect. Uncle Sam will always get his cut.  So, the question becomes which party to the transaction will be responsible for Uncle Sam’s cut.  Naturally, each party will want the other to pay Uncle Sam.  So, there will be negotiations.  There will be give and take.  To avoid being taken, it is necessary to understand the tax laws and assemble the most knowledgeable team of professionals to guide you through the transaction process.

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Minimizing Taxes Now Short Changes Your Clients In The Long Term

Posted on: 01/27/16 by: Todd A. Torquato

Every time I’m asked to speak to a group of business owners I get a collective “sigh” when I say the following: 

“Pay ALL of your taxes.”

Every business owner wants to minimize their taxes.  That’s understandable.  What they don’t understand, and where you come in, is educating them on the impact that minimizing taxes has on their valuation when it’s time to transition.

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When is the Right Time to Sell a Business?

Posted on: 12/16/15 by: Scott D. Mashuda

If you’re agonizing over the decision to sell your business, you’re not alone.  Almost all business owners face this dilemma at some point in time.  You may find yourself wondering who to talk to, where to get good advice, how to find buyers, and what price to anticipate. 

Selling a business is a complex subject and something I’ve devoted my professional life to helping business owners achieve.  So, before we get too far ahead of ourselves, let’s start with the most common question I receive, “When is the Right Time to Sell My Business?”

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Seller Financing in Lower-Middle Market M&A: Why the Bad Rap?

Posted on: 11/10/15 by: Scott D. Mashuda

While seller financing can be a critical source of funds in a mergers & acquisitions transaction, sellers are oftentimes averse to the idea.  Quite frankly, I think it’s the wrong conclusion.

The argument of the sell-side is that a clean break from the business is desired and all cash at closing will allow that to happen more easily.  But, the truth of the matter is that a seller will oftentimes be tied to the business with some form of an employment or consulting agreement for a period of time post-closing.

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