#business-acquisition
Due diligence and accounting for business acquisitions
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.
2026 data from 600+ Acquire.com listings shows bootstrapped SaaS selling at roughly 2.6x TTM revenue and 10.7x profit — a 30–50% discount to public comps. Here's how NRR, CAC payback, customer concentration, and reconciled books move your multiple, and the diligence documents buyers actually request.
Business valuation in divorce hinges on separating enterprise goodwill from personal goodwill and active from passive appreciation, using ASA/ABV/CVA-credentialed methods like income, market, and asset approaches.
Small HVAC and plumbing shops sell for 2.0x–3.5x SDE while PE platforms exit at 17x–20x EBITDA. This multiple arbitrage drives the roll-up wave.
About 40% of franchisors disclose no Item 19 earnings data in their FDD, and any verbal revenue claim outside that section is not legally enforceable — here's how to read what's disclosed and what to do when it isn't.
Effective March 1, 2026, SBA 7(a) and 504 loans require 100% of direct and indirect owners to be U.S. citizens or nationals with a U.S. principal residence — green card holders no longer qualify — and the FICO SBSS score is retired in favor of a 1.10 minimum debt service coverage ratio and full commercial credit analysis. Here's who's affected and how to prepare.
An Employee Ownership Trust (EOT) lets a business owner sell to a permanent employee-benefit trust instead of a competitor or private equity firm, costing roughly $30,000-$100,000 to set up versus $150,000+ for an ESOP, though the U.S. still offers no federal tax incentive for EOT sales while Canada made its C$10 million capital gains exemption permanent in June 2026.
A practical walkthrough of the Section 368(a)(1)(F) reorganization — the six regulatory requirements, the six-step Rev. Rul. 2008-18 choreography, why PE buyers prefer it to a 338(h)(10) election, and how it preserves the operating EIN while giving the buyer asset-basis step-up and the seller tax-deferred rollover equity.
An F reorganization under IRC Section 368(a)(1)(F) lets an S corporation restructure tax-free into a holding-company/QSub form so a buyer gets an asset basis step-up at any ownership percentage and sellers can defer tax on rollover equity.
A Quality of Earnings report normalizes a company's earnings, reconciles them to cash, and tests every add-back. Sellers who commission their own QoE averaged a 7.4x EBITDA multiple versus 7.0x for those who did not.
Section 7874 treats a foreign parent as a U.S. corporation when former U.S. owners hold 80% or more, and penalizes inversion gain for 10 years at 60-80%. The substantial business activities safe harbor requires 25% of employees, assets, and income in the foreign country.
How acquirers execute a purchase price allocation under ASC 805 — identifying intangibles, handling bargain purchases and earn-out volatility, electing pushdown accounting, and reconciling the GAAP allocation to Form 8594 under Section 1060.
