Business Acquisition & Sale Advisory
Make the tax and financial consequences part of the deal—before you sign.
Buying or selling a business involves far more than agreeing on a price. Transaction structure, purchase-price allocation, working-capital assumptions, financing terms, historical tax compliance, and potential liabilities can materially affect the after-tax value of the transaction.
Keystone provides tax-focused due diligence and transaction advisory to help buyers and sellers identify risks, understand the tax consequences of proposed terms, and coordinate with attorneys, valuation professionals, and lenders before closing.
How We Help
Whether you are buying or selling, we help you understand the tax consequences and after-tax economics before critical transaction decisions are made.
For Buyers
Before you commit capital, we evaluate tax risks and help determine whether the transaction economics still hold after taxes, potential liabilities, working-capital adjustments, and other material assumptions.
Typical areas of review include:
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Reconciliation of tax returns and financial statements
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Tax-focused analysis of normalized earnings and seller-proposed add-backs
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Payroll and owner-compensation exposure
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Federal, state, payroll, and sales-and-use-tax exposure
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Asset-purchase versus equity-purchase structure
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Purchase-price allocation and related tax reporting
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Tax implications of working-capital and assumed-liability provisions
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Tax elections and post-closing entity structure
For Sellers
Preparation before the buyer begins due diligence can materially improve negotiating leverage and reduce surprises.
Typical areas of review include:
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Pre-sale tax readiness and organization of financial records
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Identification of unresolved tax exposures
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Entity and ownership structure
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Asset-sale versus equity-sale considerations
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Purchase-price allocation
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Seller financing, earnouts, and deferred consideration
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Transaction expenses and debt repayment
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Estimated federal and state tax consequences
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After-tax proceeds modeling
Services are tailored to the transaction scope. Keystone provides tax-focused transaction advisory and does not provide legal opinions, business valuations, investment advice, or a formal quality-of-earnings report.
MODEL THE DEAL AFTER TAX—NOT JUST THE PURCHASE PRICE
A $3 million purchase price does not necessarily produce a $3 million economic outcome.
For sellers, estimated after-tax proceeds may be affected by transaction expenses, debt repayment, the character of gain, federal and state taxes, escrows, earnouts, and deferred payments.
For buyers, transaction structure may affect basis step-up, depreciation and amortization deductions, assumed liabilities, working-capital requirements, and future tax exposure.
Using available information and stated assumptions, Keystone models alternative transaction scenarios so clients can compare the estimated after-tax consequences before finalizing deal terms.
COMPLEX TRANSACTION EXPERIENCE APPLIED TO PRIVATELY HELD BUSINESSES
Before founding Keystone, Rosalind held senior corporate tax leadership roles involving acquisitions, dispositions, integrations, and other complex transactions, including tax workstreams associated with multi-billion-dollar deals. She now applies that experience to the practical tax and financial decisions facing privately held business buyers and sellers.
Her experience includes evaluating transaction structure, tax exposures, purchase-price allocation, due diligence findings, tax-related closing requirements, and post-closing tax integration.
Rosalind Talarico, EA, MST
Founder, Keystone Tax & Accounting Ltd.
WHEN TO INVOLVE KEYSTONE
The earlier Keystone is involved, the more flexibility you may have to address tax structure, diligence, and transaction terms.
If you are buying:
Ideally, involve Keystone before signing a letter of intent—or at least before a definitive purchase agreement—while transaction structure, diligence scope, and negotiating protections can still be influenced.
If you are selling:
Ideally, begin several months before going to market so there is time to address tax exposures, organize financial records, evaluate transaction structure, and prepare for buyer due diligence.
If a deal is already underway:
Targeted assistance may still include tax-structure analysis, after-tax modeling, evaluation of tax-related deal terms, and analysis of identified diligence issues. Available options may be more limited after key terms have been fixed.
WHAT YOU RECEIVE
Depending on the engagement, deliverables may include:
Written due diligence findings
Identified tax risks and transaction-related financial observations
Tax-focused observations on normalized earnings and seller-proposed add-backs
Tax analysis of the proposed transaction structure
Purchase-price allocation considerations
Tax exposure analysis
After-tax proceeds or acquisition-cost modeling
Priority issues requiring resolution before closing
Coordination points for legal counsel, lenders, brokers, and other advisors
Scope is tailored to the transaction. Keystone provides tax-focused transaction advisory and related financial modeling. Legal services, formal business valuations, investment banking, lending, and formal quality-of-earnings services are handled by or coordinated with the appropriate professionals