Despite merger and acquisition activity being down in early 2023, there are still many companies being bought and sold. If your business is considering merging with or acquiring another business, it’s important to understand how the transaction might be taxed under current tax laws.
You've likely heard about the U.S. Supreme Court's decision in the South Dakota vs. Wayfair, Inc. case, and its impacts on the e-commerce industry, consumers, and state and local governments. The June 2018 ruling overturned decades of precedent when it comes to the taxation of revenue from out-of-state sales, allowing states to collect tax where they previously could not.
But did you know that the ruling will also impact buyers and sellers of businesses?
The recently passed Tax Cuts + Jobs Act (TCJA) includes changes that impact almost all aspects of the current tax system. Some of these changes will also directly impact the volume of mergers and acquisitions (M+A) we see happening across the country in the near term, as well as the way deals are modeled and negotiated.
I’ve helped countless business owners sell their businesses over the years. On the other side of the spectrum, I’ve also helped business owners expand their businesses through mergers and acquisitions (M+A). The benefits that can come from M+A are numerous.
Below, I’ve outlined some of the top reasons our clients have decided to merge with or acquire a new business:
Due diligence is a vital step in the process of acquiring a business. As a buyer, you’ll want to ensure that you know exactly what you’re purchasing prior to agreeing to the transaction—this not only includes assets and future sales forecasts, but also liabilities, contracts, employee agreements, litigation risks, intellectual property, and much more.
By doing your homework in advance, you’ll not only be prepared to deal with any potential issues, you will also have a better sense of the value of the company you’re hoping to purchase. Your due diligence will vary depending on the type of company you’re purchasing, and the type of industry you’re in, but in general, here are some of the key areas you’ll want to investigate:
You may not be quite ready to sell your business yet, but if you're considering the possibility, now is the right time to start planning. As I've discussed in previous blog posts, selling your business is a process, not an event. One of the most important parts of that process is determining the value of your company.
So how do you know what your company is worth? Many deal values are simply multiples of Adjusted EBITDA, so it's critical to understand what this number is, and how to arrive at it. Here are the top 4 things you should know about EBITDA and how it relates to the sale of your business: