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Brief Companies often face challenges when transferring contracts, licenses, or navigating complex tax implications during corporate transactions such as mergers and acquisitions, divestitures, or corporate restructuring. An F reorganization (F reorg) is a relatively under-the-radar tool that can help businesses overcome these obstacles. This article explains why the F reorg is an effective strategy for achieving stock-like treatment of contracts and licenses while retaining

Brief This article explains the difference between asset deals and stock deals, how each legal structure (LLC, S Corp, C Corp) is impacted, and why these choices affect valuation, taxes, and deal negotiations. Introduction When selling your business, one of the first questions is whether the buyer will purchase the assets or the ownership interests (stock or membership units). This decision is more than a legal technicality — it can materially impact taxes, liability, and pur

Brief This article explains Net Working Capital (NWC), why it matters to business operators, and how it impacts M&A transactions,...

Introduction: What Is Rolled Equity?  Rolled equity refers to the reinvestment of sale proceeds into the new ownership structure...