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Most business sales fall into one of two categories: asset sales or stocksales. Asset Sales vs. StockSales – What’s the Difference? Understanding the difference between asset and stocksales can help you avoid surprises and build a smoother, more strategic transaction.
Summary of: Asset Sale vs. StockSale: What Tech Founders Need to Know When a technology company enters M&A discussions, one of the earliest and most consequential decisions is whether the transaction will be structured as an asset sale or a stocksale. Defining the Structures What Is an Asset Sale?
E285: How to Sell a Business in Puerto Rico (Without Losing Your Mind or Millions) - Watch Here About the Guest: Francisco Uriarte is Managing Partner at Connelly Capital, a Puerto Rico-based M&A advisory firm. Pre-sale readiness is underrated – Many businesses, especially sub-$3M in revenue, don’t keep formal books.
Selling or growing your business requires careful preparation, the right advisory team, and strategic foresight. Business owners often dont know where to start with these steps when considering a sale or investment deal. What are the key terms I should negotiate in a sale or investment deal? How do I handle confidentiality?
Without clear ownership, you cant transfer rights in a sale. How This Affects Deal Structure and Valuation In M&A, open-source issues can influence both the structure and economics of a deal: Stock vs. Asset Sale: Buyers may prefer an asset sale to avoid inheriting OSS-related liabilities.
The sale proceeds that the seller contributes to the transaction, which is commonly referred to as rollover equity , provides an opportunity at a “second bite of the apple” when the PEG later sells the company in a 3–5-year time horizon. Sellers should also ask what class of stock the minority investment will comprise.
b' E185: Mid-market M&A Advisory Services in a Changing Economic Landscape with Steve Conwell - Watch Here rn rn About the Guest(s): rn Steve Conwell is a co-founder of Final Ascent, a mid-market M&A advisory firm specializing in exit planning and succession strategies.
Contemplating the sale of your business may feel like embarking on a daunting journey, particularly as you attempt to navigate the intricate landscape of exit strategies. Should you seek acquisition by another company, accept a proposal from a private equity group, or sell to an employee stock ownership plan (ESOP)?
Written by Andrew Rice, CPA, CVA , Managing Director of Trout CPA’s Transaction Advisory Services When structuring an M&A transaction, deciding between an asset or stocksale can be an obstacle between buyers and sellers. Finding a transaction structure that works for both parties is critical to the success of the deal.
The substantial growth in hedge funds and private equity, developments in governance and ESG concerns, the growing receptiveness of institutional investors to activism and the role of proxy advisory firms have also had a significant impact. more…)
Redburn Atlantic has expanded its UK and European execution business with two new heads of sales trading. Tony Atkins was appointed UK head of sales trading. Atkins joined Redburn Atlantic in 2004 as a sales trader having previously served for eight years at Morgan Grenfell and two years at Marathon Asset Management.
She also has external roles on industry advisory committees, including the UK FCA’s Secondary Markets Advisory Committee as well as the EMEA and US Quorum 15 Fixed Income advisory boards. Prior to joining BNY, she was the co-head of equities electronic sales and trading EMEA for RBC Capital Markets.
The new firm – Panmure Liberum – will be a market maker in over 750 stocks with all-cap execution capabilities and have over 250 quoted corporate clients with market cap of £250 million. The new combined entity will have offices in Cambridge, Guernsey, Leeds, London, and New York.
For many founders, the sale of a company is the culmination of yearssometimes decadesof work. Final Tax Filings and Capital Gains Reporting One of the most immediate post-sale obligations is reporting the transaction to the IRS and your state tax authority. Be sure to consult a tax advisor familiar with your jurisdiction.
However, for the purposes of preparing most business owners for a sale, it is often advantageous to speak of structure in two components: sale type and deal structure. When we speak of sale type, we’re referring to whether this will be an asset sale or a stocksale. A stocksale is very different.
This guide walks you through the full lifecycle of a software company sale, from preparation to closing, with insights tailored to SaaS, cloud, and enterprise software businesses. Do you want to stay on post-sale or transition out quickly? Common structures include: Asset vs. StockSale: Each has tax and legal implications.
But with the right preparation and advisory support, the timeline can be managed strategically to align with your goals whether thats maximizing valuation, minimizing disruption, or closing before year-end. Deal Structure Asset sales vs. stocksales, earn-outs, rollover equity, and working capital adjustments all add complexity.
Neglecting these aspects can be counterproductive when approaching a sale. Involvement: Many business owners also consider their level of involvement post-sale. Will the seller play an operational role after the sale? The sale should leave them feeling positive about the experience. This is typically the monetary aspect.
This guide walks you through the full lifecycle of a software company sale, from pre-market preparation to post-closing transition. Do you want to stay on post-sale or transition out quickly? Prepare the Business for Sale Preparation is where value is either created or lost. Are you seeking a full exit or partial liquidity?
Core Components of a Closing Binder Though the exact contents may vary depending on deal structure (asset vs. stocksale), jurisdiction, and industry, most closing binders for startup acquisitions include the following categories: 1. Legal and Regulatory Filings Secretary of State filings (e.g.,
Most owners enter the sale process with a figure in mind. Additionally, if you decide to roll equity to get a “second bite of the apple,” through a subsequent sale, it will result in less cash today but provides additional upside down the road. A stock transaction will be better for a seller than an asset purchase.
An offer that is significantly higher or lower than your most recent valuation can be a red flag. How does this offer compare to recent sales of comparable companies? After spending years building a business and a brand, you need to know and be aligned with the buyer’s plans for the company post-sale.
An increase in days sales outstanding (DSO) may be a sign that customers are experiencing challenges, an early indicator of liquidity issues down the line. In addition to watching for inventory buildup, businesses should pay close attention to their accounts receivable collection time.
Overlooking Tax and Deal Structure Implications Many founders focus on the top-line purchase price, but overlook how deal structureasset sale vs. stocksale, earn-outs, escrows, rollover equityaffects their net proceeds. As we explain in How Do I Ensure Confidentiality During the Sale Process? ,
We’ll delve into sale structures during a later part of this series but suffice it to say the vast majority of business sales are not consummated solely by a single purchase of all of the stock or assets at a single point in time. Brian Goodhart is Capstone’s Director of M&A Advisory Services.
Industry Person of the Year 2023 shortlist: Seema Arora, managing director, head of execution sales, Instinet Europe Champion of The TRADE’s Rising Stars of Trading and Execution award scheme, Instinet Europe’s Seema Arora needs little introduction with an extensive financial career spanning more than 25 years.
So, in my first year at [University Name] , I’ve taken a few accounting and finance classes and worked on a stock pitch for [Company Name] in the student investment fund. Interviewer: But sales & trading is faster-paced than investment banking during market hours. Or, at the pre-MBA internship level : “Sure.
Ideally, the revesting provisions are structured to provide key employees long-term capital gains treatment on any deferred payments (compared to the ordinary income attributed to vested options or restricted stock units cashed out at closing). 280G Gross-Ups in Public Company Sales. Appraisal Closing Conditions in Private Deals.
For example, term sheets typically address the following heavily negotiated issues in the transaction structure section: Consideration : Are you only getting cash consideration for the sale, or are you accepting some stock in the acquiring company? If you do know, it’s fairly simple to refuse by citing market practices.
There is no equity market fixing the multiple that your agency will sell at, and this is another reason you need to use an advisor when considering the sale of your agency. Typically, a percentage of the consideration will be paid in stock of the acquirer.
Export Controls and Technology Transfer Restrictions Export control laws can restrict the sale or transfer of certain technologiesespecially in sectors like encryption, AI, semiconductors, and cybersecurity. appeared first on Transforming Tech: The Premier M&A Advisory Firm for Software and Technology Businesses. In the U.S.,
This article outlines the key stages of a successful software company sale, with insights tailored to founders and executives navigating the M&A landscape. Prepare the Business for Sale Preparation is where value is either created or lost. The post How do I sell my software company?
Do not use your company email to discuss anything regarding the sale with anyone. After the sale your email and files will become the property of your buyer. And soon, Baby Boomers are going to a big percentage of all the businesses for sale. 15.4.3 Do not feel uncomfortable to push back.
The offer of ongoing ownership is known as “rollover equity” because the seller chooses to roll a portion of the sale proceeds back into the company’s new ownership structure. The primary benefit for you as the seller is the opportunity to make more money from the sale. What is Rollover Equity? Are there any put/call rights?
The use of stock nearly doubled since last year’s data. If you are an insurance brokerage considering a future sale , the best thing you can do for yourself is speak with an advisor who knows insurance broker M&A. the mandatory nature of insurance in general, b.) the freedom of brokers to work with a variety of carriers, and c.)
Stock Will Take Up a Larger Percentage of Payout Structures While 20 years ago, transaction payouts were typically 100% cash, more often than not, modern payouts now almost universally contain some amount of equity in the buyer company as a central part of the deal.
Bulge Bracket Bank Definition: The “bulge brackets” are the largest global banks that operate in all regions and offer all services – M&A, equity, debt, and others – to clients; they work on the biggest deals (usually $1 billion+) and have divisions for sales & trading , equity research , wealth management , corporate banking , and more.
Deal Structure and Terms Strategic buyers often prefer outright acquisitionstypically stock or asset purchaseswith a clean break. Final Thoughts Whether youre fielding inbound interest or preparing for a formal sale process, understanding the differences between strategic and financial buyers is essential.
Common issues include: Asset vs. stocksale elections Section 338(h)(10) elections for tax treatment State and local tax exposure uncovered during final diligence These decisions can materially impact the sellers after-tax proceeds. Sellers should prepare their leadership team for these discussions and align incentives early.
7] Winning the support of the proxy advisory firms (ISS and Glass Lewis) continued to be crucial, particularly for the activists: Of the nine activist proxy contest victories, only two came without the support of at least one of the proxy advisory firms. (On
Advance preparation with management and the board’s outside financial and legal advisors can enable a board to respond swiftly to activist attacks calling for a return of cash via liquidation or a quick sale and unsolicited opportunistic proposals. [1]
For example, the sale of Horizon Therapeutics to Amgen for approximately $28 billion was the third-largest all-cash transaction in the pharmaceutical sector in history. Indeed, while deal volume was down 30% from 2021 and deal value was down 41% from 2021 , multiple carve outs were announced or completed this past year.
The idea of raising private equity is appealing for many; you can avoid pursuing methods of funding like entering the stock market where you face increased regulation, a larger board of directors and potentially a large group of public shareholders. It was immediately successful, with take-up almost trebling from day one.
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