Mergers & Acquisitions

We advise on the tax-efficient structuring for the purchase and sale of middle-market companies, including:

• Structuring, negotiating, and drafting transaction agreements
• Tax-free transactions, including tax-free reorganizations, Section 351 transactions, spinoffs, and management rollovers
• Purchase and sale of S corporations, including 338(h)(10) and 336(e) elections and F reorganization/Q sub structures
• Purchase and sale of LLCs and partnerships
• Sale of qualified small business stock (QSBS)
• Earnout and deferred consideration structures
• Transaction-based compensation, including transaction or sale bonuses and Section 280G golden parachute compliance.