#business-acquisition
Due diligence and accounting for business acquisitions
More than half of small business sales that reach a signed letter of intent still fail to close, often because the seller's books can't survive a buyer's Quality of Earnings review — a 24-month, four-phase bookkeeping cleanup is how owners get financials buyer-ready before going to market.
Business brokers and M&A advisors charge Double Lehman commissions of 10% down to 2% by tier, but minimum fee floors, non-creditable retainers, expense reimbursement, and tail clauses routinely add 5-20% on top of the quoted success-fee percentage.
Six million U.S. businesses are expected to change hands by 2035, yet over 58% of owners have no succession plan. The National Worker Cooperative Development and Support Act, reintroduced in December 2025, would create an SBA pilot guaranteeing $60 million in loans over ten years for worker cooperative conversions — solving the 20%-owner personal guarantee problem that blocks most co-op financing. Here's how the pilot, Section 1042 capital gains deferral, and clean bookkeeping fit into an employee-ownership exit.
In Q1 2026 the median small business sold for 2.7x cash flow, but multiples range from the low end for restaurants to 6–10x EBITDA for SaaS and up to 8x for express car washes. How SDE vs. EBITDA, industry, owner dependence, and clean financial records determine what your business sells for.
A Phoenix operator that bought 93 fast-food restaurants in 2023 filed Chapter 11 in July 2026, disputing a $7.04 million seller note over allegedly undisclosed liabilities. The case shows why setoff clauses, escrow holdbacks, facilities diligence, and seller solvency checks matter in any seller-financed business purchase.
On July 13, 2026, the FTC and DOJ obtained a record $12 million civil penalty from Edwards Lifesciences and Genesis MedTech for structuring a $115 million acquisition with a $25 million non-voting side investment to stay under the Hart-Scott-Rodino filing threshold. This guide explains the 2026 HSR thresholds — $133.9 million size-of-transaction and the size-of-person test — and why roll-ups, PE-backed platforms, and deals structured to "just miss" the line carry real filing risk.
Most letters of intent are labeled non-binding, but exclusivity, confidentiality, and break-up-fee clauses inside them are typically enforceable. This guide covers LOI terms in sub-$10M business sales — asset vs. stock structure, 30–90 day exclusivity windows, working capital true-ups, price allocation, and the mistakes that cost sellers deals.
Software acquired as part of buying a business amortizes over 15 years under IRC Section 197 — not the 36 months standalone software gets. How to allocate a micro-SaaS purchase price across the seven IRS asset classes, agree on Form 8594 with your seller, and record it in a plain-text ledger.
Search funds have returned a 33.9% aggregate IRR and 4.75x invested capital across 862 funds since 1984, per Stanford's 2026 study. Here's how entrepreneurship through acquisition works — traditional and self-funded search structures, SBA 7(a) financing, typical deal metrics, and why quality of earnings diligence decides the outcome.
More than half of U.S. small-business owners are now over 55, but only 15-20% have gotten a professional valuation and just 25-30% have a written succession plan — here's the financial cleanup exit-planning advisors recommend starting two years out.
Under ASC 958-805, a combination of two nonprofits must be classified as either a merger, which uses the carryover method with no fair-value remeasurement or goodwill, or an acquisition, which requires fair-value remeasurement and an immediate expense instead of capitalized goodwill for any excess consideration.
FASB's ASU 2024-03 (nicknamed DISE) requires public companies to break income statement expenses like compensation, depreciation, and inventory purchases into footnote detail starting with fiscal years after December 15, 2026, and private companies preparing for a sale, loan, or IPO should get their chart of accounts ready now.
