Selling your business is probably the biggest financial event of your life.

Planning ahead turns it from a stressful scramble into a strategic, rewarding win.

What’s the best advice you’ve seen a business owner take (or ignore) when exiting?⬇️

(5/5)
#BusinessExit #MergersAndAcquisitions #TaxSky

🔹 Lesson #3: Don’t treat deal structure as an afterthought
How the deal is structured (asset vs stock, installment sale, earnout terms) has a huge impact on taxes and risk.
The happiest sellers negotiated structure, not just price.

(4/5)

🔹 Lesson #2: Do your own due diligence before the buyer does
Buyers bring in a team to find problems—and use them to lower the price or delay closing.
Smart sellers run a mock due diligence first so there are no surprises, no scrambling, and no price cuts.

(3/5)

🔹 Lesson #1: Start tax planning years before the sale
The biggest tax savings don’t come from clever tricks at closing.
They come from entity structure, stock basis planning, QSBS, and state income and sales tax review—all of which need to be in place well before the LOI.

(2/5)

📌 4. They support post-close restructurings and rollovers.
F reorgs make it easier to drop the business into a new structure post-closing—holding company, blocker, you name it—without re-triggering gain.
And faciliate rollovers - just transfer some of the units for equity in Buyer.
(5/5)

📌 3. They simplify deal mechanics
No need to chase 338(h)(10) consents. No worries about legacy liabilities moving to a new buyer entity. The F reorg keeps it clean and flexible—especially for PE-backed buyers.

(4/5)

📌 2. They convert a stock deal into an asset deal—for tax purposes
After an F reorg, the buyer typically purchases equity in a disregarded entity, which is treated as an asset acquisition for tax purposes.

That means step-up for the buyer and asset sale tax treatment for the seller.

(3/5)

📌 1. They preserve S corp status

An F reorg shifts the business into a new entity—without terminating the S election.

✅ That’s critical for sellers who want to keep pass-through tax treatment up to the sale.

✅ And preserves S corp status in case the deal blows up.

(2/5)

Here in CA that $250k/$500k gain exclusion is responsible for a slew of homes not turning over.

Long ALSO promoted "Sovereign Tribal Tax Credits."
60¢/dollar! BUT THEY DO NOT EXIST

Wanna LOL your butt off #TaxSky #TaxBS?

Read promoters' 4/16 PR, defending "credits" & blaming scrutiny on Long nom:

bit.ly/WR-041625 pdf

4/15 Senate Fin Cmte letter:

bit.ly/WR-SFCLtr pdf

Senate PR below.

Yeah even if that’s zero because of bonus depreciation! Which produces a loss for California since it doesn’t have bonus 😳