#mergers-and-acquisitions
Mergers and Acquisitions
Accounting guidance for business acquisitions, goodwill, purchase price allocation, and deal structuring
Nonprofit Merger Accounting: What ASC 958-805 Requires Before You Sign
Under ASC 958-805, a combination of two nonprofits must be classified as either a merger, which uses the carryover method with no fair-value remeasurement or goodwill, or an acquisition, which requires fair-value remeasurement and an immediate expense instead of capitalized goodwill for any excess consideration.
Broadcom FY2025 Earnings: $63.9B in Revenue, and a Net Income That Nearly Quadrupled to $23.1B
Broadcom's FY2025: $63.9B revenue (+23.9%) and GAAP net income of $23.1B, up 292% from $5.9B — but decomposing the $17.2B swing shows revenue growth explains only 72% of it, with roughly $4.8B coming from a tax provision flipping to a $397M benefit plus one-time restructuring and discontinued-operations reversals. The durable signals are Infrastructure Software's operating margin rebounding to 76.8%, above its pre-VMware baseline, and AI semiconductor revenue guided to roughly double to $8.2B. Rebuilt line by line in a public Beancount ledger, FY2021–FY2025.
Corporate Cards and Spend Management in 2026: Choosing Between Ramp, Brex, and the Rest After the Capital One Deal
Capital One's $5.15 billion acquisition of Brex, which closed in April 2026, adds integration and roadmap uncertainty to a corporate card market that also includes Ramp, BILL Spend & Expense, and Aspire, so small businesses now need to weigh vendor stability alongside features and pricing.
Section 1059 Extraordinary Dividend Basis Reduction: The Corporate Shareholder Trap That Turns Tax-Free Dividends Into Immediate Capital Gain
Section 1059 reduces a corporate shareholder's stock basis by the nontaxed portion of an extraordinary dividend — 5% threshold for preferred, 10% for common — when received within two years of acquisition, with excess immediately taxed as capital gain. This guide covers the thresholds, the 85-day and 365-day aggregation rules, the FMV election, the non-pro-rata redemption exceptions, and the lot-level bookkeeping that keeps corporate finance teams out of audit trouble.
F-Reorganization Under Section 368(a)(1)(F): The Pre-Closing Restructuring PE Buyers Use to Buy S Corporations
A practical walkthrough of the Section 368(a)(1)(F) reorganization — the six regulatory requirements, the six-step Rev. Rul. 2008-18 choreography, why PE buyers prefer it to a 338(h)(10) election, and how it preserves the operating EIN while giving the buyer asset-basis step-up and the seller tax-deferred rollover equity.
The Net Working Capital Peg and Post-Closing True-Up: How Business Sellers Lose Six Figures at Closing
How the net working capital peg and post-closing true-up quietly transfer cash from sellers to buyers in mid-market M&A, and the monthly accrual-basis bookkeeping discipline that protects sale price.
Quality of Earnings Reports: How Sellers Defend EBITDA, Survive Buyer Due Diligence, and Avoid Last-Minute Price Cuts
A Quality of Earnings (QoE) report decides whether a buyer accepts your EBITDA or re-trades the deal price. This guide breaks down the 12 add-backs buyers accept, the 8 they reject, and how the working capital peg quietly cuts seller proceeds at closing.
Section 7874 Anti-Inversion Rules: 60%/80% Ownership Tests and the Substantial Business Activities Safe Harbor
Section 7874 imposes a 10-year inversion-gain floor when former U.S. shareholders own 60-80% of a new foreign parent and reclassifies the parent as a domestic corporation at 80%. The only escape is the substantial business activities safe harbor, which requires clearing a 25% bright-line threshold on employees, tangible assets, and gross income in the foreign country.
ASC 805 Purchase Price Allocation: Acquired Intangibles, Earn-Outs, Pushdown Accounting, and Form 8594 Reconciliation
How acquirers execute a purchase price allocation under ASC 805 — identifying intangibles, handling bargain purchases and earn-out volatility, electing pushdown accounting, and reconciling the GAAP allocation to Form 8594 under Section 1060.
ASC 820 Fair Value Measurements for Private Companies: Level 1, 2, and 3 Hierarchy, Unobservable Inputs, and Earn-Outs
A practical guide to ASC 820 fair value measurements for private companies, funds, and CFOs—how to classify Level 1, 2, and 3 inputs, build defensible Level 3 valuations for private equity stakes and earn-outs, write disclosures auditors accept, and survive scrutiny of unobservable assumptions.
Section 163(j) Interest Expense Limitation: 30% ATI, the Small Business Exemption, and the Real Property Trade Election
Section 163(j) caps the business interest deduction at 30% of adjusted taxable income, and OBBBA restored the EBITDA-style add-back for tax years beginning after December 31, 2024. This guide walks through the calculation, the small business exemption under Section 448(c), the irrevocable real property trade or business election, the partnership EBIE basis trap, and the Form 8990 reporting choreography.
Section 338(h)(10) Election: How Buyers and Sellers Turn a Stock Deal Into an Asset Deal
A practical guide to the federal tax election that lets buyers and sellers of S corporations and consolidated-group subsidiaries treat a stock purchase as an asset purchase for tax purposes — covering Form 8023, the seller gross-up, purchase price allocation under Section 1060, and the mistakes that commonly kill the election.