Mergers & Acquisitions

M&A Talk Podcast

M&A Talk is the #1 podcast on mergers & acquisitions. At M&A Talk we bring you exclusive interviews with experts in business sales, valuations, mergers and acquisitions, and more. We talk to the most experienced professionals in the industry to uncover their secrets.

The Legal Aspects of Selling a Private Company

The Legal Aspects of Selling a Private Company

Roger Royse

M&A Attorney | Tax Specialist | Author

Roger Royse, M&A attorney and tax specialist, discusses the sensitive issue of taxes and the implications of selling a closely held company with few shareholders. He presents a definition of a closely held company and discusses differences this sort of company presents in an M&A transaction, some issues around employees, and the “phantom plan.” He also addresses the importance of considering taxes when forming a company and looking ahead to the tax implications when it comes time to exit the company.

Listen on Apple Podcasts | Listen on Spotify | Listen on Deezer | Listen on Stitcher | Listen on Google Podcasts | Listen on TuneIn

Guest Profile

Roger Royse is a partner with Haynes and Boone, LLP, and practices in the areas of corporate and securities law, domestic and international tax, mergers and acquisitions, and fund formation. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. Roger is a Fellow of the American College of Tax Counsel and former chair of several committees of the American Bar Association sections of Business Law and Taxation. Roger is also the author of Dead on Arrival: How to Avoid the Legal Mistakes That Could Kill Your Startup and 10,000 Startups: Legal Strategies for Startup Success.

Topics Covered

  • What are the most common issues when representing the sale of closely held companies? [1:18]
  • Tax aspects of selling a closely held company. [5:24]
  • What are the implications of terminating and rehiring employees on the day of closing? [12:00]
  • The concept of the “golden parachute” in the Internal Revenue Code. [16:02]
  • What commonly used tools help ensure the buyer retains employees? [18:34] 
  • What tools are used to retain employees for closely held companies that are not venture capital-backed? [24:15]
  • What is the “phantom plan”? [27:50]
  • Issues around self-employment tax for an S Corp and LLC. [29:49]
  • What type of attorney or advisor is recommended to handle the sale of a company? [34:14]
  • What exactly does it mean to allocate the purchase price? [36:53]
  • What is the tax treatment for section 197 intangibles of the IRS Code to the seller in an asset sale? [40:30] 

Learn More

Resources Mentioned



The Art of Selling a Business With $10 Million to $100 Million in Revenue

Written by Jacob Orosz, President of Morgan & Westfield

For a business to sell for what it’s really worth – or even more – you need to properly prepare. But too many entrepreneurs put off planning the sale of their business until the last moment. Acquired – The Art of Selling a Business With $10 Million to $100 Million in Revenue will help you prepare your business for sale and walk you through the sales process, dodging the pitfalls along the way. With a significant amount of your wealth tied up in your business, planning your exit is one of the most critical initiatives you’ll undertake.

Read more