Run a UCC Lien Search Before You Buy a Business
A UCC lien search shows which lenders hold security interests in a seller's assets. Search the state of organization, then run a bring-down before closing.
#business-acquisition
Business Acquisition
Due diligence and accounting for business acquisitions
The Beneish M-Score: How to Spot Earnings Manipulation Before You Lend, Invest, or Acquire
The Beneish M-Score combines eight financial-statement ratios into one score that flags likely earnings manipulators above −1.78; here is what each variable catches and how to use it in lending and acquisition due diligence.
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.
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%.
The $350,000 Reality: How the 2026 SBA 7(a) Rule Changes Decide Your Loan Approval
In April 2025 the SBA 7(a) small loan cap fell from $500,000 to $350,000, the SBSS minimum rose to 165, guaranty fees returned, and MCA debt can no longer be refinanced with SBA proceeds — seven hard-filter changes that decide approval before a human reads your file.
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.
The 24-Month Bookkeeping Cleanup: How Small Business Owners Get Their Books Buyer-Ready
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.
What It Actually Costs to Sell Your Business: Broker Fees, the Lehman Formula, and Hidden Costs
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.
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.
What's Your Business Actually Worth in 2026? SDE and EBITDA Multiples by Industry
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 $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.
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.