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#mergers-and-acquisitions

Mergers and Acquisitions

Accounting guidance for business acquisitions, goodwill, purchase price allocation, and deal structuring

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The Silver Tsunami Is Here: How to Buy or Sell a Business in the $5 Trillion Great Ownership Transfer

About 6 million U.S. small and mid-sized businesses will change hands by 2035 as baby boomer owners retire, and McKinsey estimates more than 1 million of those are sellable, representing up to $5 trillion in enterprise value — yet only about 35% of owners have a succession plan. This guide covers the three-year seller timeline, how valuation multiples of 2x to 4x SDE are earned, SBA 7(a) and seller-financing structures for buyers, due diligence, and the bookkeeping habits that separate a sellable business from one that quietly closes.

mike

succession-planningbusiness-exitbusiness-valuation

How Small Businesses Are Actually Priced in 2026: SDE Multiples, Explained Before You List or Buy

Main street businesses are priced as Seller's Discretionary Earnings times a multiple — an all-sector average of 2.57x, ranging from 1.39x for dollar stores to 4.99x for car washes. Here is how SDE is calculated, which add-backs survive buyer diligence, why the multiple ladder moves, and how 2026 SBA lending rules reshape deal structure.

mike

business-valuationbuying-a-businessbusiness-exit

Your Payroll Provider Now Wants to Handle Your State Registrations Too — Here's Why That Matters

Gusto's acquisition of compliance-automation platform Mosey signals that multi-state registration is becoming a payroll-provider feature. Small businesses under 50 employees spend about $14,700 per employee per year on regulatory compliance, and a first hire in a new state triggers foreign qualification, withholding and SUTA accounts, workers' comp, and new-hire reporting — each with its own agency, deadline, and penalties.

mike

payrollcompliancemulti-state-tax

Tax Liability Insurance in Small Business M&A: How to Close a Deal With a Known Tax Risk

Tax liability insurance transfers one specific, identified tax risk — an invalid S-corp election, a Section 382 NOL limit, QSBS eligibility — to an insurer instead of a price cut, escrow, or seller indemnity. Premiums run 2–5% of the insured limit, underwriting takes two to four weeks, and most carriers want exposure above roughly $1 million. Here's how it works and when to raise it before a closing deadline.

mike

mergers-and-acquisitionsinsurancetax-planning

FASB ASU 2025-07: The New 'Own Operations' Derivative Scope Exception for ESG-Linked Debt, Earnouts, and Customer Warrants

FASB's ASU 2025-07 adds an ASC 815 scope exception for non-exchange-traded contracts whose payoff depends on a party's own operations — ESG-linked interest rate step-downs, M&A earnouts, regulatory and product milestones, change-of-control triggers — and routes warrants received from customers through Topic 606 instead of derivative accounting. Effective for annual periods beginning after December 15, 2026, with early adoption permitted.

mike

financial-reportingcomplianceaccounting

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

Your Bookkeeping Firm Just Got Sold. Again. Here's What That Means for You

Prosperity Partners' July 2026 sale to Lightyear Capital is the third major accounting firm to flip private equity owners in 18 months, and over 1,000 firms worldwide have taken PE money. Here is what an ownership change means for outsourced bookkeeping clients — staff turnover, pricing resets, data migration — and how a portable plain-text ledger keeps your books out of the churn.

mike

bookkeepingoutsourcingmergers-and-acquisitions

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
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