Legal & Tax
Entity structures, acquisition financing, tax optimization, seller financing, and working with professional advisors.
69 articles
SBA 7(a) Loan Requirements, Rates & Application Process
Everything about SBA 7(a) loans: eligibility, terms, the application process, capital stack structuring, lender selection, and common pitfalls.
17 min read
LegalAsset Purchase vs. Stock Purchase: Thorough Comparison
Tax implications, liability exposure, contract transferability, and employee considerations - asset vs. stock purchase for business acquisitions.
14 min read
LegalQSBS (Qualified Small Business Stock): The Complete Guide
Section 1202 QSBS exclusion: eligibility, C corp requirement, $50M test, 5-year holding period, and strategies for search fund transactions.
15 min read
LegalSearch Fund Legal Structure & Entity Setup
US (LLC/LP) and European structures (SAS, GmbH, Ltd) explained, including the two-entity model and tax implications.
8 min read
GuideHow to Finance a Search Fund Acquisition
Capital stack overview: senior debt, SBA loans, European government programs, seller notes, and equity structuring.
7 min read
GuideThe Capital Stack Explained: Senior Debt to Equity
Every layer of acquisition financing explained: senior debt (SBA, bank, private credit), mezzanine, seller notes, preferred equity, and common equity.
14 min read
GuideCreative Financing: 10 Ways to Fund an Acquisition
Beyond bank loans: seller financing, SBA structures, ROBS, earn-ins, equity partners, HELOCs, revenue-based financing, and asset-based lending.
16 min read
GuideMezzanine Financing for Business Acquisitions
What mezzanine debt is, typical terms (rates, warrants, PIK), when to use mezz in acquisition structures, and finding mezz lenders for SME deals.
10 min read
GuideRollover Equity: Keeping Sellers Invested
Rollover equity structures, tax benefits for sellers, typical rollover percentages, alignment of interests, governance, and exit provisions.
10 min read
GuideVendor Take-Back (VTB) Financing: A Deep Dive
VTB structure, typical terms, security and subordination, benefits for buyers and sellers, negotiation strategies, and VTB across jurisdictions.
10 min read
InvestorEquity Waterfall & Distribution Mechanics in Search Funds
Waterfall structures, preferred returns, catch-up provisions, carried interest tiers, GP/LP splits, step-up economics, and worked examples.
12 min read
GuidePersonal Guarantees in Business Acquisitions: What to Know
When PGs are required, SBA requirements, negotiating PG terms, limiting exposure, spousal guarantees, burn-off provisions, and risk management.
10 min read
GuideHow to Negotiate Debt Terms for Your Acquisition
Interest rates, amortization, covenants, prepayment terms, collateral - how to negotiate the best bank debt terms for your acquisition.
10 min read
RegionalBritish Business Bank & UK Acquisition Financing
Enterprise Finance Guarantee, Start Up Loans, regional growth funds, and private lenders for UK business acquisitions.
10 min read
RegionalICO Spain: Government Financing for Business Acquisitions
ICO loans, ENISA participative loans, CDTI, regional programs, SGR guarantees, and tax considerations for Spanish acquisitions.
10 min read
RegionalSIMEST Italy: Financing for Italian Business Acquisitions
SIMEST, Invitalia, Fondo di Garanzia, Confidi, regional programs, and tax considerations for Italian acquisitions.
10 min read
RegionalAlmi & Højvækstfonden: Nordic Business Acquisition Financing
Almi (Sweden), Højvækstfonden (Denmark), Innovasjon Norge, and Finnvera financing programs for Nordic business acquisitions.
10 min read
RegionalMKB Financing Netherlands: Dutch Acquisition Loans
BMKB government guarantee, Qredits microfinance, ROMs regional development, and Dutch bank acquisition lending for MKB businesses.
10 min read
RegionalSwiss Cantonal Banks & Acquisition Financing
Cantonal banks, Bürgschaftsgenossenschaften guarantees, federal programs, and Swiss tax considerations for business acquisitions.
11 min read
GuideCDFI & Community Lenders for Acquisition Financing (US)
Community Development Financial Institutions, New Markets Tax Credit, CDFI lending programs, and how to combine CDFI with SBA financing.
10 min read
RegionalBDC Canada: Business Development Bank Acquisition Financing
BDC acquisition loans, subordinate financing, CSBFP program, provincial programs, and Canadian tax considerations for business acquisitions.
11 min read
RegionalEIF & European Investment Fund Programs for SME Acquisitions
InvestEU SME Window, COSME guarantees, EIF equity programs, and country-specific EIF partnership programs across Europe.
9 min read
Legal & TaxForeign Investment Screening: FDI Rules by Country
Understand Foreign Direct Investment (FDI) screening regulations across the US (CFIUS), EU, UK, Germany, France, and Italy - and how they affect search fund cross-border acquisitions.
11 min read
Legal & TaxBusiness Licensing & Permits: What Transfers in an Acquisition?
Learn which business licenses and permits transfer in stock purchases vs. asset purchases, common license types by industry, and due diligence steps to avoid operational disruption.
10 min read
FinancingGovernment-Backed Loans & Grants for Business Acquisitions
Compare government-backed acquisition financing programs worldwide - SBA (US), BDC (Canada), KfW (Germany), Bpifrance (France), British Business Bank (UK), and more.
11 min read
Legal & TaxTax-Friendliest Countries for Business Acquisitions
Compare tax environments across major jurisdictions - corporate rates, goodwill amortization, capital gains treatment, and holding company structures for business acquisitions.
11 min read
FinancingSBA Loans for Acquisitions: State-by-State Guide
Manage the SBA lending environment across the US - top lending states, state-level factors, finding lenders, and tips for SBA acquisition loan approval.
11 min read
GuideEmployment Law in Business Acquisitions: TUPE, WARN & More
TUPE automatic transfer, WARN Act notice requirements, benefits/compensation handling, works councils, and stock vs. asset purchase employment impact.
12 min read
GuideIntellectual Property Due Diligence & Transfer
IP ownership verification, trademark/patent registration, contractor assignments, open-source audits, and IP transfer in asset vs. stock deals.
9 min read
GuideData Privacy (GDPR/CCPA) Considerations in Acquisitions
GDPR due diligence data sharing, consent transfer, CCPA compliance, privacy notice updates, and stock vs. asset deal data privacy impact.
9 min read
GuideShareholder Agreements for Post-Acquisition Governance
SHA provisions: board composition, reserved matters, drag-along/tag-along rights, good leaver/bad leaver, vesting, and exit mechanisms.
10 min read
GuideReal Estate Considerations in Business Acquisitions
Lease review, buy vs. lease analysis, sale-leaseback strategy, property-owned vs. tenant scenarios, and environmental assessment requirements.
9 min read
GuideHolding Company Tax Optimization: Parent-Subsidiary Structures
Interest deductibility, participation exemptions by country, tax consolidation regimes, and common pitfalls in holding company structures.
10 min read
RegionalIntégration Fiscale (France): Tax Consolidation for Acquisitions
French tax consolidation: 95% ownership requirement, PLTA mechanics, interest deduction benefits, Amendement Charasse, and setup steps.
9 min read
RegionalOrganschaft (Germany): German Tax Consolidation
German Organschaft: profit transfer agreement (PLTA), Körperschaftsteuer and Gewerbesteuer consolidation, Zinsschranke, and setup requirements.
9 min read
GuideDouble Taxation Treaties: How They Affect Acquisitions
DTT mechanics, withholding tax rates by country pair, dividend/interest/capital gains articles, EU Parent-Subsidiary Directive, and substance requirements.
12 min read
GuideGoodwill Amortization & Tax Deductions in Acquisitions
Goodwill tax treatment by country: US (15 years), Germany (15), Spain (20), Italy (18), Netherlands (5-10), UK (none), France (none), and deal structuring implications.
10 min read
RegionalSL vs. SA: Spanish Entity Structures for Buyers
Sociedad Limitada and Sociedad Anónima comparison: capital requirements, transfer taxes, ENISA compatibility, and typical Spanish deal structures.
9 min read
RegionalSRL vs. SPA: Italian Entity Structures for Acquisitions
SRL and SPA comparison: capital requirements, governance models, PEX participation exemption, and typical Italian acquisition structures.
10 min read
RegionalBV vs. NV: Dutch Entity Structures for Acquisitions
BV and NV comparison: Flex-BV reform, fiscal unity, participation exemption, STAK structures, and Dutch acquisition tax planning.
10 min read
GuideStep-Up in Basis: Tax Benefits for Asset Purchases
Step-up in basis mechanics, Section 197 intangibles, purchase price allocation, annual tax savings calculation, and negotiation strategies.
10 min read
Guide338(h)(10) Election: Treating a Stock Sale as an Asset Sale
How the 338(h)(10) election works, S-Corp use case, buyer and seller tax impact, comparison with asset purchase, and practical examples.
10 min read
GuideAcquisition Insurance: R&W, Key Person & D&O
Representations & Warranties insurance, key person insurance, D&O coverage, E&O, cyber liability, and environmental insurance for acquisitions.
10 min read
RegionalSAS vs. SARL: French Legal Structures for Acquisitions
SAS and SARL comparison: governance, share transfers, social charges on dividends, investor compatibility, and typical French acquisition structures.
10 min read
RegionalGmbH vs. UG: German Entity Structures for Buyers
GmbH and UG comparison: minimum capital, notarization requirements, Organschaft tax consolidation, and typical German acquisition structures.
10 min read
RegionalLtd vs. LLP: UK Entity Structures for Acquisitions
UK Ltd and LLP comparison: Corporation Tax vs. income tax, share classes, stamp duty, investor compatibility, and EMI share options.
9 min read
InvestorSearch Fund Investor Economics: Step-Up, Carried Interest & Returns
How search fund investors make money: two-stage capital commitment, the 1.5x step-up mechanism, equity allocation, return drivers, and portfolio construction.
15 min read
GuideHow to Structure a Leveraged Buyout (LBO) for SMEs
LBO fundamentals, SME capital stack, worked example with sources/uses, 5-year value creation model, sensitivity analysis, and use red flags.
15 min read
GuideSelf-Funded Search with SBA Financing: The 80/10/10 Structure
How self-funded searchers use SBA 7(a) loans to acquire businesses with 10% equity: the 80/10/10 structure, terms, example deal, advantages, and risks.
14 min read
LegalTax Optimization for Search Fund Acquisitions
Asset vs stock purchase, QSBS, Dutreil pact, holding structures - tax strategies for US and European acquisitions.
7 min read
GuideWorking with Advisors: Lawyers, Accountants & Brokers
When to hire, how to select, typical fees, managing the advisory team, and avoiding over-reliance.
12 min read
GuideSeller Financing: Structures, Terms & Negotiation
Seller notes, subordination agreements, typical terms (2-5yr, 4-6%), earn-out alternatives, and negotiation strategies.
12 min read
LegalShare Purchase Agreements (SPA): Key Clauses Explained
The 12 most critical SPA provisions: purchase price mechanics, reps & warranties, working capital adjustment, indemnification, closing conditions, seller covenants, and disclosure schedules.
15 min read
LegalAsset Purchase Agreements (APA): What Buyers Need to Know
Essential APA provisions: purchased assets, assumed liabilities, purchase price allocation (IRS Section 1060), contract assignment, employee matters, and tax advantages.
14 min read
LegalCapital Gains Tax on Business Sales by Country
CGT rates and exemptions for business exits in the US, France, Germany, UK, Spain, Italy, Switzerland, Netherlands, and Canada - with effective rates and planning implications.
16 min read
GuideCross-Border Acquisitions: Legal & Tax Guide for Search Fund Buyers
Direct vs. holding company structures, tax treaty networks, CFC/NCTI rules, transfer pricing, FDI screening, withholding taxes, currency risk, due diligence differences, and worked examples for US buyers acquiring UK and LatAm businesses.
22 min read
LegalC-Corp vs. S-Corp vs. LLC: US Entity Structures for ETA
Side-by-side comparison of C-Corps, S-Corps, and LLCs for search fund and self-funded acquisitions: taxation, QSBS eligibility, investor compatibility, and when to use each.
15 min read
LegalHolding Company Structures for Search Fund Acquisitions
Why use a HoldCo, US and European structures (France, Germany, UK), tax consolidation, setup process, and common mistakes.
14 min read
LegalDutreil Pact: French Business Succession Tax Exemption
The Pacte Dutreil explained: 75% transfer tax exemption, three phases (collective commitment, transfer, individual commitment), practical scenarios, and quantified tax savings.
16 min read
GuideLeveraged Buyout Mechanics for Small Business Acquisitions
LBO mechanics for small-business acquisitions: capital structure, leverage ratios, return drivers, modeling assumptions, debt sources, key risks, and worked examples.
14 min read
FinancingSBA 7(a) Loans for Business Acquisitions: Complete Guide
Everything you need to know about SBA 7(a) loans for buying a business: eligibility, the 80/10/10 structure, application process, seller note standby rules, and common pitfalls.
15 min read
FinanceDebt Structure Optimization for Search Fund Acquisitions
How to structure acquisition debt for search fund deals - senior debt, mezzanine, seller notes, leverage ratios, covenants, and refinancing strategies.
13 min read
LegalMerger vs. Acquisition: Legal, Tax & Strategic Differences
Understanding the legal, tax, and strategic differences between mergers and acquisitions - structures, implications, and when to use each approach.
18 min read
LegalTransfer Pricing Considerations in Acquisitions
How transfer pricing affects M&A transactions - due diligence risks, documentation requirements, OECD guidelines, and post-acquisition restructuring.
18 min read
LegalRegulatory Approvals & Antitrust Review in M&A
Managing merger control and antitrust review - filing thresholds, review timelines, remedies, gun-jumping rules, and sector-specific approvals.
16 min read
LegalPost-Closing Disputes: Earn-Outs, Indemnities & Resolution
Managing post-closing disputes in M&A - working capital adjustments, earn-out disagreements, indemnification claims, and dispute resolution mechanisms.
18 min read
LegalProfessional Liability Insurance in Business Acquisitions
Understanding D&O, E&O, and R&W insurance in acquisitions - coverage types, tail policies, cost benchmarks, and when insurance is essential.
14 min read
LegalRestrictive Covenants in M&A: Non-Competes, Non-Solicits & More
A guide to restrictive covenants in acquisitions - non-competes, non-solicitation, confidentiality, enforceability by jurisdiction, and FTC implications.
12 min read
LegalAnti-Bribery & Anti-Corruption Compliance in M&A
Managing anti-bribery and corruption risks in acquisitions - FCPA, UK Bribery Act, due diligence frameworks, and post-acquisition compliance programs.
12 min read
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