Business Sale & Purchase Advisory

We assist with valuation inputs and coordinate specialists. We provide financial analysis and valuation inputs that support business valuation, including quality of earnings analysis, financial statement normalization, and cash flow analysis that valuation specialists use. However, formal business valuations are typically performed by certified business valuators or valuation specialists who have specific valuation credentials and expertise. We coordinate with valuation specialists when formal valuations are needed, and we provide the financial analysis and inputs that support valuation work. Valuation approaches depend on business type, industry, and transaction context-some deals may use market comparables, others may use discounted cash flow models, and others may use asset-based approaches. We assist with the financial analysis that supports valuation, but formal valuation opinions are typically provided by qualified valuation specialists. We work with valuation professionals to ensure financial data and analysis are properly prepared for valuation purposes, but valuation conclusions depend on the valuation specialist's analysis and judgment.

Depends on tax, liabilities, and buyer/seller goals. The choice between asset sale and share sale depends on multiple factors including tax implications, liability considerations, and buyer and seller objectives. Asset sales typically allow buyers to step up the tax basis of acquired assets, which can provide tax benefits, while sellers may face different tax treatment depending on asset allocation. Share sales typically provide sellers with capital gains treatment and may offer tax advantages, while buyers acquire the company with its existing tax attributes and liabilities. However, the optimal structure depends on specific circumstances-tax outcomes vary based on individual situations, business structure, and transaction details. Liability considerations also differ-asset sales may allow buyers to avoid certain company liabilities, while share sales typically transfer all company liabilities to buyers. Buyer and seller goals also affect structure-some buyers prefer asset purchases for flexibility, while others prefer share purchases for continuity. We provide guidance on structuring considerations, but optimal structure depends on tax analysis, legal advice, and specific transaction circumstances. We coordinate with Corporate Tax Planning Services for transaction tax planning, but final structure decisions should involve tax and legal advisors.

Yes-sell-side prep reduces deal friction. We help prepare vendor due diligence materials and support sell-side preparation to reduce transaction friction and improve deal outcomes. Vendor due diligence preparation typically involves organizing financial records, preparing quality of earnings analysis, documenting add-backs and adjustments, and ensuring financial information is transaction-ready. This preparation helps identify potential issues early, allows sellers to address concerns proactively, and reduces the likelihood of surprises during buyer due diligence that could delay or derail transactions. However, vendor due diligence scope depends on transaction size, complexity, and buyer requirements-some deals require extensive preparation, while others may need less comprehensive preparation. We work with sellers to prepare financial materials, but preparation effectiveness depends on data quality, record completeness, and business complexity. Vendor due diligence preparation can help streamline transactions, but deal success depends on many factors including business fundamentals, market conditions, and buyer-seller alignment. We coordinate with Business Accounting Services when financial records need preparation or cleanup, but vendor due diligence success depends on comprehensive preparation and proactive issue identification.

Due diligence timelines vary depending on transaction size, complexity, and buyer requirements. Smaller transactions may complete due diligence in several weeks, while larger or more complex deals may take several months. Typical due diligence processes involve initial data room review, detailed financial analysis, operational review, legal due diligence, and follow-up inquiries. However, timelines depend on many factors including data availability, business complexity, buyer resources, and transaction urgency. We typically need access to financial statements, accounting records, tax returns, contracts, customer information, and other business data relevant to the transaction. Data requirements depend on transaction scope-financial due diligence typically needs financial statements, general ledger data, and supporting documentation, while broader due diligence may require operational, legal, and other business information. However, data needs vary by transaction-some deals require extensive data, while others may need less comprehensive information. We discuss data requirements based on transaction scope, but timely access to accurate, complete data is essential for effective due diligence. Data quality and completeness affect due diligence efficiency and outcomes, so we work with you to ensure necessary data is available. We coordinate with Business Accounting Services when financial records need preparation, but due diligence success depends on data availability and quality.

We coordinate with legal counsel and business brokers throughout transactions to ensure all aspects of deals are properly addressed. With legal counsel, we focus on financial due diligence, deal structuring from a financial perspective, and transaction tax planning, while lawyers handle legal documentation, contract review, regulatory compliance, and legal risk assessment. We provide financial analysis and inputs that support legal structuring decisions, and we work with lawyers to ensure financial aspects align with legal requirements. With business brokers, we coordinate on financial information preparation, due diligence support, and transaction execution. However, coordination effectiveness depends on transaction structure, advisor roles, and communication-some transactions involve close coordination between all advisors, while others may have more separate advisor responsibilities. We work collaboratively with legal and broker teams, but we maintain our focus on financial aspects of transactions. Coordination success depends on clear communication, defined roles, and timely information sharing between advisors. We provide financial support and analysis, but we do not provide legal advice or replace the need for qualified legal counsel. Effective transactions require coordination between financial, legal, and other advisors, and we work to ensure financial aspects are properly integrated with legal and other transaction considerations. However, coordination success depends on all advisors working together effectively, and transaction outcomes depend on many factors beyond financial advisory support.