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The Seller’s Playbook

Rule 26 of 34 · Part 4, The Deal Terms

Every tax benefit has negotiating value.

Chapter 26: 754 Elections

What is a 754 election, and should it be on the table?

What sellers often miss

Many owners assume tax planning only affects accountants and attorneys. In reality, tax provisions can influence the economics of a transaction just as directly as valuation adjustments. If a buyer is requesting a specific structure, election, or tax treatment, there is usually a financial reason behind that request. Understanding that reason may uncover opportunities to negotiate additional value.

The takeaway

Whenever a proposed transaction structure creates a tax benefit, ask three simple questions: Who receives the benefit? How much is it worth? Has that value been considered in the negotiation? Sellers who consistently ask those questions tend to achieve stronger outcomes than those who focus exclusively on the headline purchase price.

Terms this chapter uses

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