#mergers-and-acquisitions
Mergers and Acquisitions
Accounting guidance for business acquisitions, goodwill, purchase price allocation, and deal structuring
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.
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.
Nuvei Is Buying Payoneer for $2.75 Billion: What It Means for Freelancers Paid Across Borders
Nuvei is acquiring Payoneer for $7.40 per share — about $2.75 billion — with closing expected by mid-2027. Here's what the deal means for freelancers and small exporters in 190+ countries who rely on Payoneer payouts, and four bookkeeping steps to track fees, FX spreads, and platform risk through the transition.
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.
FASB ASU 2025-08 Explained: Gross-Up Accounting for Purchased Seasoned Loans
FASB's ASU 2025-08 extends the CECL gross-up approach to purchased seasoned loans, eliminating the Day 1 provision expense on healthy acquired loan portfolios. Effective for annual periods beginning after December 15, 2026, with early adoption permitted — here's who qualifies, how the mechanics work, and how to prepare before your next acquisition.
Nuvei's $2.75 Billion Payoneer Acquisition: What It Means for Freelancers and Cross-Border Sellers
Nuvei is acquiring Payoneer for $7.40 per share in a $2.75 billion all-cash deal announced June 15, 2026, expected to close mid-2027. Here's what the merger means for freelancers and marketplace sellers who rely on Payoneer — and why fees, FX spreads, and platform integrations are worth watching over the next year.
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.
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.
Stripe and Advent's $53.4 Billion Bid for PayPal: What It Means for Your Merchant Fees
Stripe and Advent International offered $60.50 a share — about $53.4 billion — to buy PayPal, a deal that would merge processors handling $3.7 trillion in annual volume. History shows consolidation like Global Payments-Worldpay raised merchant costs through padded fees, so here are four concrete steps to protect your processing costs now.
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.
Letter of Intent for a Small Business Sale: What's Binding, What's Negotiable, and What Kills Deals
Most letters of intent are labeled non-binding, but exclusivity, confidentiality, and break-up-fee clauses inside them are typically enforceable. This guide covers LOI terms in sub-$10M business sales — asset vs. stock structure, 30–90 day exclusivity windows, working capital true-ups, price allocation, and the mistakes that cost sellers deals.
You Bought a Micro-SaaS, Not Software: Purchase Price Allocation and the 15-Year Section 197 Rule
Software acquired as part of buying a business amortizes over 15 years under IRC Section 197 — not the 36 months standalone software gets. How to allocate a micro-SaaS purchase price across the seven IRS asset classes, agree on Form 8594 with your seller, and record it in a plain-text ledger.