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The Adviser’s Guide to Mergers, Acquisitions, and Sales of Closely Held Businesses: Advanced Case Analysis is a premium resource for practitioners in the growing mergers and acquisitions field. This book will equip you to advise your M&A clients about the structures, tax ramifications, success strategies, and pitfalls of these transactions. You’ll quickly learn to apply this information in your practice through the book’s case study approach, as you follow a successful small business through numerous M&A scenarios. This valuable adviser’s tool focuses on the following topics, as well as many others:
Author Scott Miller, who has guided hundreds of businesses through transition planning, offers you sophisticated planning techniques that will greatly enhance your value as an M&A adviser.
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Introduction
All closely held businesses will transition at some point; it is only a matter of time. Indeed, one could argue that closely held businesses are in a perpetual process of evolving. This dynamic process compels the business to adapt to market changes and eventually results in a transaction of some type. For our purposes, a transaction is generally defined as a change in the business's controlling ownership. There are a wide range of transaction options available to business owners. Progressive and enlightened business owners will embrace the transition process and elect a transaction structure of their choosing. Unfortunately, others will elect to resist (or perhaps ignore) the inevitable and fail to plan adequately for the transition process. Such business owners will almost certainly be very disappointed with the transaction results.
This book is largely aimed at business owners and their professional advisors who embrace the transition process. Anticipating the process and mastering its demands will result in attaining goals. When the transitioning process is headed for an actual transaction, the territory often becomes very technical and detailed. It is typically not enough to simply complete the transaction because there are other, more paramount concerns. Business owners want to complete transactions in the most efficient manner possible. This largely entails achieving stated goals, managing transaction-related costs, and minimizing taxes. This book explores a range of the more common transactions. To facilitate learning and comprehension, we use the case study approach. Most commonly, a hypothetical company, XYZ Company, Inc. (XYZ or the company) will demonstrate transaction principles and applied taxes. As appropriate, additional hypothetical companies will demonstrate key principles. Analyzing the proceeds relating to the transaction will often illustrate the impact of planning.
Why CPAs Need to Understand the Transaction Environment
If a CPA aspires to be a strategic advisor to the business owner of a closely held company, he or she must possess a wide range of business knowledge. One important practical area of expertise is transition planning. We have defined the business transaction as a change in control of the company. The following list includes a number of the important reasons for a CPA in either industry or public practice to understand transactions:
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