MLR

Category: Due Diligence / Mergers & Acquisitions

The Coronavirus Aid, Relief, and Economic Security (CARES) Act, signed by President Trump on March 27th, includes small business relief in the form of SBA “paycheck protection” loans.  Key provisions of this program are highlighted in this article.

Goodwill shows up on a company’s balance sheet when the company has been acquired in a business combination. It represents what’s left over after the purchase price in a merger or acquisition is allocated to the company’s tangible assets, identifiable intangible assets and liabilities. Periodically, companies must test goodwill for “impairment” — that is, whether the carrying value on the balance sheet has fallen below its fair value. This assessment can be complicated.

Suppose that your growing business is taking over one of your competitors. If you keep some of the company’s employees on the job, your business will be increasing its payroll tax liability. However, the good news is that payroll taxes paid by the former employer may reduce the amount owed for the year. Conversely if one employer acquires another employer during the year — and it continues to employ some of the same workers — the successor can count the wages paid by the predecessor towards its own Social Security wage base.

Are you thinking about buying a business? How you structure the deal will affect the taxes owed by the buyer (you) and the seller (the other party). The Tax Cuts and Jobs Act (TCJA) brought sweeping changes to the federal income tax rules for businesses, including some changes that affect the taxation of mergers and acquisitions. Here’s why many buyers are choosing to buy the assets of the target business, rather than its ownership interests, under current law — and why you may need to act fast to take advantage of breaks offered by the TCJA.

Frequently, investors engage in securities transactions at year-end to improve their tax situation. This requires a basic understanding of the current tax rules for capital gains and losses. We want to review some of the important tax changes in the Tax Cuts and Jobs Act (TCJA) and how it affects investors and estate/gift planning with you.

The franchisor/franchisee business relationship is a common one, and it offers plenty of growth potential. Whether you’re considering owning a franchise or thinking about taking on franchisees, understanding the process before making a major decision is crucial. Then, it’s essential that you draft a franchise agreement that covers both the immediate terms, as well as any changes that may occur in the future. Maxwell Locke & Ritter can help you complete this when you’re ready, but here is what to know and understand before buying a franchise:

It’s common for companies to hit a point during growth where it is difficult without outside assistance. Private equity investment can be a wonderful option for business owners who want to retain some control of their business while also reaping the benefits of an outside investment.

The right private investor can be an incredibly valuable addition to your team — beyond just providing much-needed capital. As long as you consider the details beforehand so you can protect your own best interests, you may find that an investor is the key to your company’s long-term expansion and overall success.

In the context of mergers and acquisitions, potential investors get a level of assurance when the investment target is audited.  However, relying solely on the target’s audited financial statements when making an investment decision could be shortsighted.

If you are selling your business, you may be eligible for an earnout provision. Read about earnout purchases and the related due diligence assessment.

Just because a merger or acquisition is completed on paper doesn’t mean the transactions will be a success. The implications can generally be seen 18 to 24 months after the deals close and officials can assess how the combinations contributed to improvements or disappointments on profit and loss statements.