Knowledge Base

The most comprehensive, easy-to-understand source of information for selling a small to mid-sized business.

7 - Deal Structure

Before you accept a letter of intent, it’s important to learn the basics of deal structure. In this section, we cover the components of the purchase price, such as cash, stock, earnouts, and seller financing, and how your taxes could be impacted by your transaction’s legal framework.

Legal Deal Structure

M&A Non-Compete Agreement | A Complete Guide

When a business changes hands, most buyers expect the seller to sign a non-competition agreement (non-compete) at closing. Few buyers will purchase a business without a commitment from the seller to not compete with them after the business is sold.

M&A Basics | Can I Sell Part of My Business?

While deciding upon the sale of your company, selling only a portion of your business may cross your mind. You may have questions about the process, such as whether it’s wise or common.

M&A Basics | Asset vs. Stock Sale

When buying or selling a business, an M&A transaction can generally take one of two forms: An asset sale or a stock sale. Fundamentally, there are few differences between the two transaction structures.

Escrow Holdbacks in M&A Transactions

On the heels of many seemingly smooth business deals, a buyer may have doubts. Sometimes they question whether certain details of the business meet regulatory standards. They may also be concerned with fraudulent issues. To quell their apprehension, a buyer will sometimes request a holdback.

Financial Deal Structure

Can I Sell My Business for All Cash?

When selling my business, can I cash out at closing? Is it possible to sell my business for all cash? Or do I need to finance a portion of the purchase price?

M&A Seller Financing: A Complete Guide

One of the simplest ways to finance the acquisition of a business is to work with the seller to negotiate some form of seller financing, which is called a “seller note.”

Retirement Funds Financing When Buying or Selling a Business

A buyer can invest in a business or franchise through this process by utilizing existing retirement funds without taking a taxable distribution or getting a loan. This arrangement allows an individual to invest up to 100% of their eligible assets to finance their venture debt-free.

SBA Financing When Buying or Selling a Business

Buying a business requires more than having in hand a sound business plan; it requires financing. Many buyers attempt to secure financing on their own, but the reality is that 84% of those loans are denied.

Small Business Acquisition Financing

In the following article, we examine each source of financing in more detail, including the advantages and disadvantages of each and how different forms of financing can be combined into some common transaction structures.

What Happens to Debt When Selling a Business?

It is essential to understand what happens to debt when a business is sold. In some instances, the debt is absorbed in the transaction as part of the sale. However, this is not the case most of the time.

M&A Seller Financing: Handling a Buyer Default

Sometimes buyers start out with the best of intentions yet end up realizing they have overestimated their capabilities to pay. Needless to say, dealing with buyers who have defaulted on a seller note can be disappointing.

Tax Implications

Allocation of Purchase Price & Taxes When Selling a Business

Sometimes we find it amazing that deals get done at all, what with so many aspects of a transaction that have to be worked out and agreed to by both parties. Here’s one that often flies under the radar until very late in the process: allocation of the purchase price.


How to Renegotiate the Lease for Your Business

Have you tried negotiating your rent with your landlord to no success? Is your current rental amount above market rates? Do you own an unprofitable business in which it would not be feasible to continue operations without a concession from the landlord?