Business Transactions and Operations
Murtaugh LLP advises business owners on mergers and acquisitions and business succession planning, with a focus on exit strategy, continuity, and long-term value.
The firm represents clients in the purchase and sale of businesses, guiding them through all stages of the transaction. This includes structuring deals, negotiating terms, and coordinating due diligence. Transactions are approached with attention to both financial outcomes and the ongoing operation of the business.
Business succession planning is tailored to owners preparing for retirement or a transition in leadership. The firm works with clients to develop and implement plans that address ownership transfer, management continuity, and alignment with personal and financial goals.
Services include:
The objective is to guide clients through transitions with clarity and a well-defined plan.
We frequently advise clients on matters related to this practice area. Below are answers to some of the most common questions we receive.
An S corporation sale can be structured as a stock sale or an asset sale. Buyers typically prefer asset sales because they get a stepped-up basis in the assets. Sellers often prefer stock sales for capital gains treatment. The parties can agree to an election under IRC Section 338(h)(10) to treat a stock sale as an asset sale for tax purposes, which can be structured to share the resulting tax benefit between buyer and seller.
An earnout is a contingent payment tied to the acquired business's post-closing performance. Sellers should be cautious when earnout metrics are controlled primarily by the buyer post-closing, when the measurement period is long, or when the formula is tied to net income rather than revenue (since the buyer controls expense allocation). Earnout disputes are common and often litigated.
Whether you have a specific matter in mind or just want to explore your options, our attorneys are here to help. Reach out to learn how we can assist you.
