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Business Acquisition

Due diligence and accounting for business acquisitions

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Bulk Sale Notices and Successor Liability: How Asset Buyers Inherit the Seller's Tax Debts

An asset purchase does not automatically leave the seller's unpaid state taxes behind. State bulk sale statutes make the buyer liable unless notice is filed before payment or possession — New York requires Form AU-196.10 by registered mail 10 days ahead, California requires a CDTFA clearance certificate rather than escrow alone, and Illinois and Pennsylvania extend successor liability to income taxes. Here are the clearance rules, the non-tax liabilities that ride along, and a seven-step checklist to run before closing.

mike

business-acquisitionbuying-a-businesssales-tax

Your Card Processor Just Got Bought for $24 Billion — Here's What to Check on Your Next Statement

Global Payments closed its $24.25 billion Worldpay acquisition in January 2026, and processor mergers routinely bring migration fees, contract reassignments, and quiet rate creep. Learn how to compute your effective rate (total fees ÷ card volume), the seven statement lines where costs hide, and a 15-minute quarterly audit that flags overpaying above 3%.

mike

paymentssmall-businessexpense-management

Your Liquor License Is a 15-Year Asset: Section 197 Amortization and Why Annual Renewals Are Different

Under IRC Section 197, a liquor license is an intangible you must capitalize and amortize straight-line over 180 months starting the later of acquisition or opening month — no bonus depreciation, no shorter life, no half-month convention. Routine annual renewal fees paid to the state to maintain a license you already hold are generally deductible in the year paid. This guide covers what belongs in basis, the journal entries, Form 8594 allocation when you buy a bar, and five bookkeeping mistakes that misstate hospitality books.

mike

tax-deductionssmall-businessrestaurant

Selling Your Business to Your Employees: What the New SBA Worker Cooperative Lending Pilot Means for Retiring Owners

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.

mike

small-businesssba-loansbusiness-acquisition

A $7 Million Seller Note Just Sent a 59-Unit Franchisee Into Chapter 11: What Every Franchise Buyer Should Learn From It

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.

mike

business-acquisitionbuying-a-businessfinancing

The FTC's Record $12 Million HSR Penalty: What Acquisitive Small Businesses Need to Know About Merger Filing Thresholds

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.

mike

antitrustcompliancelegal

Letter of Intent for a Small Business Sale: What's Binding, What's Negotiable, and What Kills Deals

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.

mike

business-acquisitionbuying-a-businessmergers-and-acquisitions
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