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.
#mergers-and-acquisitions
Mergers and Acquisitions
Accounting guidance for business acquisitions, goodwill, purchase price allocation, and deal structuring
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.
Rocket Lab Q2 2026 Earnings: Record $234M Revenue, a $2.36B Backlog and $1.9B of New Equity
Rocket Lab's Q2 2026 revenue rose 62% to $234.1M and its net loss narrowed to $49.3M, but $1.87B of new paid-in capital in six months funded the growth.
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.
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.
What Happens to Your 401(k) Plan When You Sell or Close Your Small Business
To close a 401(k) when selling or shutting down: board resolution, full vesting, distribute within 12 months, file a final Form 5500.
Why Every Private-Equity Deal for a CPA Firm Splits Into an Attest and a Non-Attest Entity
US law bars non-CPAs from owning an attest practice, so every CPA-firm PE deal splits in two — and only 30–50% of the headline price is cash at close.
Rollover Equity When You Sell Your Business: Section 721 Deferral, the Second Bite, and Minority Protections
Section 721 defers tax on the ~20% sellers roll into a PE buyout — but junior securities, leverage, and weak minority rights can erase the second bite.