An important note

This book is a general, plain-spoken guide to how the sale of a privately held company actually works. It is meant to help you understand the process and ask better questions. It is not legal, tax, accounting, or financial advice, and it is not a substitute for it.

I am an investment banker, not your attorney, accountant, or tax advisor, and reading this book does not create any advisory, attorney-client, or fiduciary relationship between us. Every business and every deal is different, and the laws, tax rules, and market norms described here change over time and vary by state and by situation. Some of the figures and examples in these pages are illustrative, chosen to make a point rather than to describe your deal.

Before you act on anything in this book, engage your own qualified advisors, an M&A attorney, a CPA, and a tax advisor, and get advice specific to your business, your entity, and your circumstances. The author and anyone associated with this book disclaim any liability for decisions made in reliance on it.

A last word on the numbers

A last word on the numbers. Where I use dollar figures, they are there to show how something works, not to describe your business. Your banker, your accountant, and your attorney will put real numbers to your own situation. Use this book to know what those numbers mean, and what to do about them.