#business-acquisition
Business Acquisition
Due diligence and accounting for business acquisitions
Section 197 Intangibles: 15-Year Amortization for Goodwill, Customer Lists, and Non-Competes
Section 197 requires buyers in a taxable asset acquisition to amortize acquired intangibles — goodwill, customer lists, workforce in place, covenants not to compete — straight-line over 180 months. This guide walks through Form 8594 purchase price allocation, the anti-churning rules for related-party deals, the no-loss rule on dispositions, and Form 4562 reporting across the full 15-year cycle.
Section 368 Tax-Free Reorganizations: How Type A Mergers, Type B Stock Swaps, and Type C Asset Deals Defer Tax in Strategic M&A
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.
Form 8594 and Section 1060: Allocating Purchase Price Across Asset Classes I–VII in a Business Sale
Buyers and sellers in an asset acquisition must each file Form 8594 under Section 1060, allocating consideration across seven asset classes using the residual method. Mismatched filings can trigger $50,000 penalties and audit cascades; a single dollar moved between Class IV inventory and Class VII goodwill can swing after-tax cash by 17 cents.
Representations and Warranties Insurance in Middle-Market M&A: Coverage, Claims, and Costs in 2026
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 Amortization of Intangibles: How Buyers Write Off Goodwill, Customer Lists, and Non-Competes Over 15 Years
Section 197 lets buyers in U.S. asset acquisitions amortize goodwill, customer lists, non-competes, and other intangibles ratably over 180 months. This guide covers the eight qualifying categories, Form 8594 allocation across Classes I–VII, the pooling rule, and anti-churning traps that can wipe out the deduction.
Asset Sale vs Stock Sale: How M&A Deal Structure Decides Who Pays the Tax
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.
The Complete Guide to Buying an Existing Business
Learn the essential steps and strategic considerations for acquiring an existing business, from initial search to final closing, while understanding the advantages over starting a new venture.