Tax Planning, Mergers, Sellers

Earnout structures: Bridging valuation gaps in M&A – beware the tax complexity

Herbert Smith Freehills Kramer on 6/30/2025

With an observable increase in the use of earnout and contingent consideration structures in M&A, it is timely to consider the related tax complexity. In brief Our recent Private M&A Report highlights a rise in the use of...more

M&A Tax Concepts: What is a “Gross-up Payment,” and Why Does It Matter?

Farrell Fritz, P.C. on 4/14/2025

Buying or selling a business is an exciting experience, and potentially lucrative opportunity for all parties. Most often, during the letter of intent / early negotiations phase, a “deal” is struck based primarily on economic...more

Unlocking Tax-Free Gains: The Power of QSBS in Mergers & Acquisitions

DarrowEverett LLP on 3/18/2025

Internal Revenue Code (IRC) Section 1202 offers a significant tax incentive for investors in qualified small business stock (QSBS). This provision allows eligible shareholders to exclude up to 100% of capital gains realized...more

M&A in Brief: Q2 2022

Nutter McClennen & Fish LLP on 4/4/2022

Delaware Clarifies “Pro-Sandbagging” Stance by Mark Tarallo and Mary Moran In almost every M&A transaction, the parties spend some time discussing (if not heavily negotiating) the right of the buyer to bring claims against...more

How Private Equity Firms Structure Health Care Mergers and Tax Implications

Roetzel & Andress on 9/2/2021

Sales of health care practices to private equity firms remains a very popular option for physicians, dental and other professionals. In this Health Law Hotspot, Roetzel attorneys Ericka Adler and David Hochman are joined by...more

State Tax in Transactions: Perspectives of M&A Lawyers (Part 1)

BakerHostetler on 9/21/2020

Gone are the days when you could blow off state and local taxes in transactions! Erica Svboda and Ryan Gorsche - M&A lawyers in BakerHostetler's M&A Team join Matt Hunsaker in the virtual studio to provide background on how...more