For sellers, tax mitigation is often top-of-mind. BDO USA LLP Tax Office Managing Partner Scott Balestrier says addressing the tax implications of a deal means modeling out what you're going to do with the cash net of tax and then looking at the alternatives.
"Maybe the right answer is we want to move some assets into a trust before we do the deal because that's going to help us down the road from an overall succession planning within the family," Balestrier says. "Getting those things figured out and then overlaying it within the tax rates is an important first step in the process."
Beyond that, he says it's important to look for the things in the business that are going to cause you issues from a tax perspective. Lately, he says, that's rarely been income tax -related issues. Instead, it's sales and use tax.
"Sales and use tax is an area where many companies are just not in the right spot and it creates very large numbers because of the compounding nature of those issues," he says.
Another issue he's seeing involves the S-corp election. Many of the S-corp entities that are family-owned businesses usually have something wrong with that election somewhere along the way. It's often easily fixed, he says, but it's way better for sellers to understand before they get into the due diligence process.
Eureka Equity Partners Partner Jonathan Chou says another issues that's becoming more prominent is cyber security diligence. While it's always been a part of a diligence process, it's become much more prominent over the last five years.
"We actually had a company where we were under LOI, we were doing diligence and they had a ransomware attack," Chou says. "Fortunately, that did not affect the company, but what it did do was cause them to take a step back and really assess their IT systems, think about their protocols and they've changed it. Fortunately for us it happened during the process as opposed to after we bought the business, and it didn't deter us ultimately from closing the deal. But it just goes to show you that things can happen during a process and you want to really be mindful of these things."
Balestrier and Chou, along with Murphy McCormack Capital Advisors' Bob McCormack and BDO USA's Eric Fahr, spoke at last year's Philadelphia Smart Business Dealmakers Conference about the many issues sellers should consider before heading to market. Hit play on the video to catch the full panel discussion.