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, asset allocation, tax exposure, working capital, financing terms and unsupported financial assumptions can materially change the value of the deal.
Keystone Tax & Accounting provides independent tax and financial due diligence to help business buyers and sellers identify risks, evaluate transaction terms and make informed decisions before closing.
How We Help
Whether you’re buying or selling, we help you understand the financial and tax implications of the transaction before important decisions are made.
For Buyers
Before you commit capital, we help evaluate whether the economics of the deal hold up after taxes, liabilities, working-capital adjustments, and financial assumptions are tested.
Typical areas of review include:
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Reconciliation of tax returns and financial statements
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Normalized earnings and seller add-backs
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Payroll and owner compensation
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Federal, state, payroll, and sales-tax exposures
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Asset versus equity acquisition structure
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Purchase-price allocation
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Working-capital and assumed-liability provisions
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Tax elections and post-closing entity structure
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Estimated after-tax cost of the transaction
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 and financial readiness
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Identification of unresolved tax exposures
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Entity and ownership structure
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Asset 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
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Coordination of tax information requested during due diligence
Keystone helps clients evaluate the economics of the transaction not merely the purchase price.
MODEL THE DEAL AFTER TAX — NOT JUST THE PURCHASE PRICE
A $3 million transaction is not necessarily a $3 million outcome.
For sellers, the amount ultimately retained may be affected by transaction expenses, debt repayment, ordinary income, capital gain, state taxes, escrows, earnouts, and deferred payments.
For buyers, acquisition structure can affect basis step-up, depreciation and amortization deductions, assumed liabilities, working capital, and future tax exposure.
Keystone can model transaction scenarios so clients can compare the economic consequences of alternative deal structures before terms are finalized.
TRANSACTION EXPERIENCE THAT SCALES
Before founding Keystone, Rosalind held senior corporate tax leadership roles supporting complex acquisitions, dispositions, integrations, and other transactions, including tax workstreams associated with multi-billion-dollar transactions. That experience now informs the practical, disciplined approach Keystone brings to privately held business acquisitions and sales.
Her experience includes evaluating transaction structure, tax exposures, purchase-price considerations, due diligence findings, closing requirements, and post-closing tax integration.
WHEN TO INVOLVE KEYSTONE
If you are buying:
Ideally, before signing a definitive purchase agreement and while meaningful diligence and negotiation rights remain.
If you are selling:
Ideally, months before going to market before the buyer identifies tax, accounting, or documentation issues that could affect price or terms.
If a deal is already underway:
We can still assist with targeted tax and financial review, transaction modeling, and identified diligence issues.
WHAT YOU RECEIVE
Depending on the engagement, deliverables may include:
Written due diligence findings
Identified tax and financial risks
Normalized earnings observations
Transaction-structure analysis
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’s role is tax and financial advisory; legal, valuation, investment-banking, and other specialized services are coordinated with the appropriate professionals.