Optimize deal terms to maximize value and minimize risk
How you structure a deal is often more important than the headline purchase price. Poor deal structure can cost small business owners 20-40% of their expected proceeds through excessive taxes, unfavorable payment terms, or post-close liabilities.
Our deal structuring expertise helps you navigate complex decisions about asset vs. stock sales, payment terms, tax implications, and risk allocation. We work with your tax and legal advisors to create structures that maximize your net proceeds while protecting you from future liabilities.
From simple cash deals to complex earn-outs and seller financing arrangements, we ensure deal terms align with your goals and provide the security you need for a successful exit.
Understanding your options is key to maximizing value
Buyer purchases specific business assets rather than stock/equity
Best for: Most small business transactions, especially C-corps
Buyer purchases ownership interests in the business entity
Best for: S-corps, LLCs, and businesses with significant contracts
Combines elements of asset and stock sales with creative terms
Best for: Complex situations or when parties have conflicting priorities
Balance certainty of payment with maximizing total value
Limit exposure while providing reasonable buyer protections
Clearly define expectations and compensation for ongoing involvement
Structure deals to minimize tax burden and maximize net proceeds
Protect yourself from post-sale liabilities and earn-out disputes
Creative structuring can bridge valuation gaps and close deals
Balance cash at close, seller financing, and earn-outs strategically
Deal structuring determines how a business sale is organized — including payment terms, asset vs. stock sale classification, earnout provisions, seller financing, non-compete agreements, and transition arrangements. The structure directly impacts how much the seller nets after taxes, the risk profile for both parties, and the likelihood of the deal closing successfully.
An earnout is a portion of the purchase price that is contingent on the business achieving certain performance targets after closing. Earnouts can bridge valuation gaps between buyer and seller, but they introduce risk — the seller may not receive full payment if targets are missed. Whether to accept an earnout depends on the specific terms, your confidence in post-sale performance, and the overall deal structure.
In an asset sale, the buyer purchases specific business assets (equipment, inventory, customer contracts) rather than the company entity itself. In a stock sale, the buyer acquires ownership of the entire entity. Asset sales are more common for small businesses and generally favor buyers (tax benefits, limited liability). Stock sales are simpler structurally but transfer all liabilities. The choice significantly impacts tax consequences for both parties.
Maximize your net proceeds with strategic deal structuring.