Locked Box vs. Closing Accounts: How Buyers and Sellers Fix the Purchase Price
A locked box freezes the price on an old balance sheet, so interim profit goes to the buyer; closing accounts true it up at closing. Which side each favors.
#business-acquisition
Business Acquisition
Due diligence and accounting for business acquisitions
Recapitalizations, Explained: How Companies Reshape Debt and Equity Without Changing the Business
A recapitalization swaps debt for equity — or equity for debt — to cut risk, fund a buyout, or take cash out without selling the company.
Private Company GAAP Alternatives: The PCC Elections That Let Small Businesses Skip Big-Company Accounting
Private companies can amortize goodwill over 10 years, skip VIE consolidation, and simplify swap accounting — all inside GAAP.
Due Diligence Checklist for Buying an Existing Business: Quality of Earnings, Working Capital, and SBA 7(a) Requirements
SBA 7(a) acquisition loans now need 1.25x coverage and a QoE above $3M — verify earnings, peg working capital, and diligence tax before you close.
Buying a Small Business With an Earnout: Bridging the Valuation Gap Without Blowing Up Your Books
Earnouts pay out about 21 cents per promised dollar. Buyers book them at fair value under ASC 805; sellers report under IRS installment rules.
McCormick Q3 FY2026: 17% Sales Growth, a $0.36 Quarter, and the $142M Between Them
McCormick's Q3 FY2026 sales rose 17.4%, only 1.9 points organic; $141.5M of merger and impairment charges cut EPS to $0.36 while adjusted EPS held $0.86.
The Deal Died — Can You Deduct What You Spent? Abandoned Acquisition Costs as a Section 165 Loss
IRS rules let dead-deal fees become an ordinary Section 165 loss in the year you abandon — if you split investigatory from facilitative costs and prove the end.
General Mills Q1 FY2027: A $1B Yogurt Gain Hides an 11% Real Profit Drop
General Mills' Q1 FY2027 operating profit fell 63%, but $1.05B was last year's yogurt-sale gain; adjusted profit fell 11% as North America Retail sales slid 7%.
Can You Sell a Business With an SBA Loan? Payoff, Short Sale, or Assumption
Yes — with lender approval. Pay off your SBA loan from sale proceeds, negotiate a short sale, or transfer it via buyer assumption.
The Working Capital Adjustment Trap: Why Your Sale Price Can Shrink 90 Days After Closing
A bare-number working capital peg lets the buyer restate your closing sheet under GAAP and bill you the gap — demand symmetric methods in the agreement.
SBA SOP 50 10 8.1 Takes Effect October 1: What the New Change-of-Ownership Rules Mean for Buyers and Sellers
SBA SOP 50 10 8.1 raises acquisition DSCR to 1.25x on historical cash flow, mandates QoE at $3M+, and caps minority equity—effective October 1, 2026.
South Dakota Caps Sale-of-Business Non-Competes at Three Years: What Buyers and Sellers Must Rewrite Before Closing
South Dakota HB 1180 voids ownership-transfer non-competes past three years from July 1, 2026 — rewrite duration, scope and geography before closing.