#mergers-and-acquisitions
Accounting guidance for business acquisitions, goodwill, purchase price allocation, and deal structuring
Section 368 defines seven reorganization types (A through G) that defer corporate and shareholder tax in M&A. This guide covers the 40% Continuity of Interest test, Type A statutory mergers, Type B stock-for-stock swaps with the 80% control requirement, Type C asset deals, and forward/reverse triangular merger structures with their consideration limits.
ASC 350 lets private companies amortize goodwill over up to ten years and test for impairment only when a triggering event occurs. This guide walks through ASU 2014-02 and 2021-03 elections, the single-step Step One quantitative test after ASU 2017-04, and how to keep auditors and lenders aligned.
Section 280G disallows the corporate deduction and imposes a 20% Section 4999 excise tax once parachute payments to a disqualified individual reach three times the executive's five-year average W-2 compensation, with the penalty applying to everything above 1× the base amount. Private companies can eliminate the consequences entirely through a 75% disinterested shareholder vote paired with conditional waivers signed before closing.
Calculate customer revenue shares with a six-customer example, understand the 10% disclosure threshold, and keep receivables concentration separate.
About one third of 2024 private-target M&A deals included an earnout, and median earnout potential rose to roughly 43% of the closing payment. This guide explains contingent purchase price structure, Section 453 installment-sale tax mechanics, the compensation-versus-purchase-price trap, and the recurring drafting mistakes behind six of the last seven major Delaware decisions favoring sellers.
Form 8594 allocates a business sale's purchase price across seven asset classes under IRC Section 1060. Mismatched buyer-seller filings risk $50,000 penalties.
A practitioner's guide to representations and warranties insurance (RWI) for middle-market M&A in 2026 — how buy-side and sell-side policies work, premiums around 2.5–3% of limit with retentions near 0.5%, the top breach categories driving claims, and when traditional escrow still wins.
Section 197 lets buyers in U.S. asset acquisitions amortize goodwill, customer lists, and non-competes ratably over 180 months.
Three valuation approaches — asset, income, and market — can produce 50% differences in indicated value for the same closely-held business. This guide explains when each fits, how DLOM and DLOC discounts apply, and what records owners need before a sale, partner buyout, or estate transfer.
How IRC Section 453 and Form 6252 let sellers spread capital gain on seller-financed real estate or business sales across the years payments arrive — including the gross profit percentage formula, the depreciation recapture trap, the Section 453A interest charge on installment balances above $5 million, and when to elect out.
An asset sale vs stock sale changes who pays tax, who carries liability, and how a deal closes. Compare 2026 tax math, successor liability doctrines, and the S-corp hybrid structures — Section 338(h)(10) and F-reorganizations — that now dominate mid-market deals.
Learn what goodwill is in accounting, how to calculate it when acquiring a business, how impairment testing works under ASC 350, the difference between public and private company rules, and common mistakes to avoid.
