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Mergers & Acquisitions

The 338(h)(10) Election: What It Is, Who Benefits, and Who Pays the Price

If you've spent any time in the world of buying or selling a business, you've probably heard someone mention a 338(h)(10) election — and then watched eyes glaze over around the room. It sounds like tax code jargon, and technically it is. But for business buyers and sellers, understanding this election can mean the difference between a deal that works financially and one that doesn't.

Hands holding tax forms with calculator and laptop.

Mergers & Acquisitions

The 338(h)(10) Election: What It Is, Who Benefits, and Who Pays the Price

If you've spent any time in the world of buying or selling a business, you've probably heard someone mention a 338(h)(10) election — and then watched eyes glaze over around the room. It sounds like tax code jargon, and technically it is. But for business buyers and sellers, understanding this election can mean the difference between a deal that works financially and one that doesn't.

Hands holding tax forms with calculator and laptop.

Mergers & Acquisitions

The 338(h)(10) Election: What It Is, Who Benefits, and Who Pays the Price

If you've spent any time in the world of buying or selling a business, you've probably heard someone mention a 338(h)(10) election — and then watched eyes glaze over around the room. It sounds like tax code jargon, and technically it is. But for business buyers and sellers, understanding this election can mean the difference between a deal that works financially and one that doesn't.

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Mergers & Acquisitions

Buying a Business with SBA Financing: Legal Issues Buyers Don’t Expect

Buying an existing business is one of the most common paths to entrepreneurship. Instead of building a company from scratch, a buyer steps into an established operation with customers, revenue, employees, and systems already in place. For many entrepreneurs, Small Business Administration (SBA) loans make these acquisitions possible by allowing buyers to finance a large portion of the purchase price with favorable repayment terms.

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Estate Planning

Protecting Your Legacy: Estate Planning Essentials for Small Business Owners

If you are a small business owner, your company is more than an asset. It represents years of risk, long nights, personal guarantees, and strategic decisions. It supports your family. It supports employees. It may very well be your single largest financial asset.

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Mergers & Acquisitions

Do I Really Need an M&A Attorney? What Goes Wrong Without One

If you are buying or selling a business, it is natural to ask whether you truly need an M&A attorney. After all, brokers prepare deal summaries, accountants handle the numbers, and plenty of contracts seem to be floating around online. It can feel like legal counsel is just another line item in an already expensive transaction.

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Mergers & Acquisitions

Stock Purchase Agreement vs. Asset Purchase Agreement: Choosing the Right Structure in an M&A Transaction

One of the earliest—and most consequential—decisions in any mergers and acquisitions transaction is how the deal is structured. In most lower-middle-market and main-street transactions, that choice comes down to one of two options: a Stock Purchase Agreement or an Asset Purchase Agreement.

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Estate Planning

Estate Planning for New York Property Owners - Part II

In Part I, we explored Beneficiary Deeds (Transfer on Death deeds) and why they are such a streamlined tool for Colorado property owners. If you own property in the Empire State, however, you may have noticed a significant hurdle...

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Estate Planning

Beneficiary Deeds in Colorado: What Are They Good For?

If you own real estate in Colorado and are thinking about how that property should pass when you die, a Beneficiary Deed can be a simple and powerful estate-planning tool. It is especially popular for homeowners who want to avoid probate without setting up a trust or engaging in more complex planning.

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Business Law

S-Corporations in the New Year (Part Two): What to Do After Your Election Is Approved

Making an S-corporation election is only the first step. Once the IRS processes and accepts the election, the real work begins: setting up payroll, following distribution rules, and staying compliant at the federal, state, and local levels. This follow-up article walks through what business owners should do after the election is effective, and the ongoing rules they must follow to keep their S-corporation in good standing.

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Business Law

S-Corporations in the New Year: What Business Owners Should Know Before Making the Election

The beginning of a new year is one of the best times for business owners to step back and reassess their tax and entity structure. One topic that comes up frequently is whether an S-corporation election makes sense. For some businesses, it can meaningfully reduce taxes. For others, it adds cost and complexity with little benefit.

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Corporate Governance

A Year-End Legal Checkup for Colorado Business Owners

Five Quiet Issues Worth Reviewing Before the New Year

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Mergers & Acquisitions

Mergers & Acquisitions, Simplified: What Every Small Business Owner Needs to Know

If the term “M&A” makes your eyes glaze over, you’re not alone. In plain English, mergers and acquisitions are simply ways to buy, sell, or combine businesses. For small and mid-sized companies, these transactions are not Wall Street spectacles; they are practical tools to grow, retire, refocus, or protect the value you have built.

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Business Law

The Most Overlooked (and Most Powerful) Way to Protect Your Business

Sometimes, the simplest solution is also the smartest. Recently, I had a conversation with a business owner who wanted to transfer his 50% ownership interest in a company into an LLC he controlled. His goal? Greater liability protection.

Business Law

What Is a Bespoke Service Agreement—And Why Your Business Needs One

As a service-based business owner, your word is everything. But in today’s fast-paced world, relying solely on handshake agreements or vague templates leaves too much room for confusion, misaligned expectations, and costly disputes. That’s where a bespoke service agreement—also known as a customized service contract—comes in.

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