If you work in the business of buying, growing, or selling businesses, this is the podcast for you!
Welcome to the M&A Source Podcast, a podcast brought to you by M&A Source, a non-profit professional organization that provides training and education for small to mid-size business mergers and acquisitions intermediaries. In each episode of the podcast, we will interview leaders in the M&A world to discuss education opportunities provided by M&A Source, trends in M&A Markets, and useful insights provided by the experts that use them.
Learn more about the podcast and the organization at M&A Source's website: www.masource.org.
LEGAL DISCLAIMER: This resource is intended for educational purposes only and does not constitute legal, financial, or tax advice. The information provided herein should not be relied upon for any specific business or financial decision without first consulting appropriate professional counsel. Readers are encouraged to seek advice from qualified attorneys, accountants, or other professionals to address their unique circumstances. Neither the authors nor the publisher assumes any responsibility for actions taken based on the information provided in this resource.
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Données mises à jour le 04/07/2026
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Inside the Spring 2025 M&A Source Conference: A Conversation with Jaclyn Ring
Saison 2 · Épisode 28
lundi 12 mai 2025 • Durée 26:42
Whether you’re a seasoned advisor or just making the leap from main street to the lower middle market, this episode highlights why M&A Source is the room to be in—and how you can make the most of every minute there.
Stock Certificates and Ledgers: Reconstructing Ownership
Saison 2 · Épisode 27
samedi 22 mars 2025 • Durée 28:44
In this episode, we talk about stock certificates, what they are, how they work, and how to reconstruct equity ownership history when a ledger doesn’t exist.
Unpacking Lease Analysis: A Key to Transaction Success
Saison 2 · Épisode 26
mercredi 22 janvier 2025 • Durée 20:06
Analyzing the lease is a step no advisor should miss. In this episode, we talk about one method to analyze the lease and using the links in the show notes, we provide access to the lease analysis form.
Top 10 Tax Code Provisions to Leverage in M&A (Part 2)
In this episode of the M&A Source podcast, Dave Dejewski continues a series on essential tax code provisions for mergers and acquisitions, discussing five additional provisions that can significantly impact tax outcomes for buyers, sellers, and their advisors.
Topic Discussed
The exchange is a podcast discussing 10 tax code provisions that are relevant for mergers and acquisitions (M&A) transactions. It is divided into two parts, with Part 1 covering the first 5 provisions and Part 2 covering the remaining 5 provisions.
Part 2 covers the following tax code provisions:
1. Section 368 - Tax-Free Reorganizations
This provision allows for tax-deferred treatment of certain corporate reorganizations, such as mergers and acquisitions, to encourage business continuity, growth, and realignment without triggering immediate tax liabilities. It requires continuity of interest and continuity of business enterprise.
2. Section 409A - Deferred Compensation
This provision establishes strict rules for when income can be deferred and when it must be paid, preventing abuse and ensuring fairness in the tax system. It imposes penalties for non-compliance and encourages proper planning and transparency in deferred compensation plans.
3. Section 1031 - Like-Kind Exchanges
This provision allows for the deferral of capital gains taxes when exchanging real properties for similar properties, stimulating growth in real estate-heavy businesses.
4. Section 721 - Contributions to Partnerships
This provision promotes the creation and growth of partnerships by allowing individuals or entities to contribute property to a partnership without triggering immediate tax consequences, facilitating partnership formation and encouraging joint ventures and investments.
5. Section 453 and 453A - Installment Sales
Section 453 allows sellers to report capital gains income over time through the installment sale method, aligning tax payments with the receipt of sale proceeds and providing tax deferral. Section 453A imposes an interest charge on large installment sales over $5 million to limit the tax benefits of deferring large amounts of tax.
Top 10 Tax Code Provisions to Leverage in M&A (Part 1)
The episode discusses 10 key tax code provisions relevant to mergers and acquisitions (M&A) transactions. It is divided into multiple parts, with Part 1 covering the following provisions:
1. Section 338 - Election for Treating Stock Purchases as Asset Purchases
This provision allows buyers to treat a stock purchase as if they are purchasing the underlying assets of the business, enabling them to step up the basis of the acquired assets to their fair market value for tax purposes.
2. Section 1202 - Qualified Small Business Stock Exclusions
This provision allows investors to exclude capital gains taxes on the sale of stock in qualified small businesses, subject to certain eligibility criteria.
3. Section 197 - Amortization of Goodwill and Intangibles
This provision provides uniform rules for the amortization of intangible assets, such as goodwill, franchise rights, patents, and trademarks, over a 15-year period.
4. Section 280G - Golden Parachute Payments
This provision addresses excessive compensation packages (golden parachutes) paid to executives and key employees during a change of control event, such as a merger or acquisition.
5. Section 382 - Limitation on Net Operating Losses
This provision limits the amount of net operating losses that a company can use after an ownership change to prevent companies from acquiring loss corporations solely for tax benefits.
5 Best Quotes
1. "Section 338 allows buyers to treat a stock purchase as if they're purchasing the underlying assets of the business. And that means for tax purposes, the buyer can step up the basis of the acquired assets to their fair market value as opposed to the book value, which can result in greater depreciation, amortization deductions over time."
Lessons Learned
Fall 2024 Conference Preview
Saison 2 · Épisode 23
vendredi 11 octobre 2024 • Durée 38:49
The M&A Source fall conference is a premier event for M&A professionals, focusing on larger deals in the lower mid-market. Hosted by Dave Dejewski, this podcast episode features an in-depth interview with Kathlene Thiel, the conference committee chair, who provides a comprehensive overview of the event. The conference aims to offer a balanced mix of learning, networking, and deal-making opportunities, with a focus on educational sessions, expert panels, and a deal market.
Kathlene shares insights into the agenda, which includes keynotes by Dr. Tom Deans, sessions on due diligence, deal sourcing, and professional ethics, and the evolving content tailored to investor buyers and larger deals. Networking is highlighted as the conference's most significant benefit, allowing attendees to connect with private equity groups and industry veterans. Although sessions won't be recorded, attendees will receive presentation materials.
Listeners also get practical tips on maximizing the conference experience, including bringing deal teasers and engaging with M&A Source committees for ongoing involvement. This episode emphasizes the conference as a valuable platform for professional growth and relationship-building within the M&A community.
Introduction to US GAAP and its importance for companies expanding into the US market
Key differences between US GAAP, UK GAAP, and IFRS
The process of converting from UK GAAP to US GAAP
Compliance requirements and auditing considerations for US GAAP
Preparing for fundraising rounds with US investors
Challenges and common issues faced during the conversion process
Strategies for effective knowledge transfer and ongoing US GAAP support
Topic DiscussedIntroduction to US GAAP and its importance for companies expanding into the US market
The discussion began with an introduction to US GAAP (Generally Accepted Accounting Principles) and its significance for companies looking to expand into the US market. Katrina Nachi, a cross-border accounting advisor, highlighted that companies often face challenges when entering the US market due to differences in accounting standards and regulations. Understanding and complying with US GAAP is crucial for companies seeking US investors, acquiring US companies, or planning an IPO in the US.
Key differences between US GAAP, UK GAAP, and IFRS
Katrina explained the key differences between US GAAP, UK GAAP, and IFRS (International Financial Reporting Standards). While IFRS and US GAAP are becoming more aligned, there are still nuances, particularly in areas such as revenue recognition, capitalization of costs, and share-based compensation. UK GAAP, on the other hand, has more significant differences from US GAAP, especially in terms of what can be capitalized.
The process of converting from UK GAAP to US GAAP
Katrina outlined a three-phase process for converting from UK GAAP to US GAAP:
1. Qualitative assessment: Identifying differences in accounting policies and creating a matrix comparing current policies under UK GAAP with suggested US GAAP policies.
Compliance requirements and auditing considerations for US GAAPPreparing for fundraising rounds with US investorsChallenges and common issues faced during the conversion processStrategies for effective knowledge transfer and ongoing US GAAP supportActionsInsightsResources
Essential Business Performance Metrics for M&A Advisors
In this episode of the M&A Source podcast, Dave Dejewski dives deep into essential business performance metrics that significantly impact business valuation and success. Dave discusses key metrics such as EBITDA, employee activity ratios, and cash flow ratios, providing insights into their importance and how to leverage them for better client guidance. He shares practical examples from client experiences and offers a comprehensive worksheet of various metrics for M&A professionals.
The episode discusses the importance of understanding and analyzing key business performance metrics in the M&A process, emphasizing on metrics like sales per employee, employee turnover rate, and operating cash flow, and offers a comprehensive worksheet with various valuation ratios and metrics to better guide clients and position oneself as an expert.
David emphasizes the value of presenting oneself as an expert by having in-depth knowledge of these metrics and being able to have meaningful conversations with sellers and buyers. By analyzing these metrics, M&A advisors can drive improvements, increase the value of the businesses they represent, and remove friction from the transaction process.
The offer of a worksheet with 56 different valuation ratios, sector-specific ratios, profitability ratios, operational metrics, and more is a valuable resource for M&A professionals to incorporate into their practice and better serve our clients.
In this episode, Shelia Darby, Managing Director of Bizworth, discusses the importance of accurate business valuations in M&A transactions, the different valuation methodologies, challenges in valuations, best practices and ethical considerations, and the value of partnering with valuation professionals.
This episode features an interview with Shelia Darby, Managing Director of Bizworth, who has over 25 years of experience in business valuations. The discussion covers the following key sections:
Questions/Answers5 Best QuotesValuable QuotesTips LearnedLessons Learned and Takeaways
Beyond Numbers: Unveiling the Tax Puzzle in M&A Transactions with Roman Basi
Saison 2 · Épisode 19
jeudi 28 mars 2024 • Durée 59:57
In this enlightening episode of the M&A Source Podcast, we dive deep into the world of taxes, a topic often deemed tedious but undeniably crucial within the mergers and acquisitions sector. Our distinguished guest, Roman Basi, an attorney, CPA, and multifaceted professional, unveils the intricate dance between tax legislation and M&A activities. With expertise spanning several states and a multitude of professional licenses, Roman brings a wealth of knowledge and practical insights to our listeners.
From the significant implications of capital gains tax adjustments and corporate tax changes to the nuances of depreciation, amortization rule changes, and international tax policies, this episode covers the vast landscape of tax considerations that M&A advisors and business owners must navigate. Roman's unique blend of legal, financial, and real estate expertise, combined with personal anecdotes and a passion for education, makes for an engaging discussion that not only enlightens but also empowers our audience with actionable knowledge.
Join us as we explore the critical impact of taxes on the outcome of M&A transactions, learn from Roman's vast experience in the field, and discover how to leverage tax strategies for successful business deals. Whether you're an M&A professional, business owner, or simply intrigued by the complexities of tax laws, this episode is packed with valuable insights and stories that illuminate the often-overlooked aspects of taxes in the business world.
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These final five of ten tax provisions cover a wide range of areas, including tax-free reorganizations, deferred compensation, like-kind exchanges, partnership contributions, and installment sales.
The episode highlights the importance of understanding these provisions and leveraging them to minimize tax liabilities, encourage business continuity, and facilitate growth and realignment. It also emphasizes the need for proper planning, transparency, and compliance to avoid penalties and ensure that the intended tax benefits are realized.
Overall, this episode provides valuable insights into the tax considerations and strategies that should be taken into account when structuring M&A deals, making it a valuable resource for advisors, business owners, and investors involved in such transactions.
LEGAL DISCLAIMER: This resource is intended for educational purposes only and does not constitute legal, financial, or tax advice. The information provided herein should not be relied upon for any specific business or financial decision without first consulting appropriate professional counsel. Readers are encouraged to seek advice from qualified attorneys, accountants, or other professionals to address their unique circumstances. Neither the authors nor the publisher assumes any responsibility for actions taken based on the information provided in this resource.
2. "Section 1202 is a powerful tool for investors and business owners who want to maximize their returns by excluding capital gains taxes on the sale of stock in small businesses."
3. "Section 197 was introduced to basically provide some uniform rules around amortization of intangible assets intangible assets, what are they it's goodwill, it's franchise rights, it's patents, it's trademarks."
4. "Section 280G of the US tax code was created to address this golden parachute concept. Golden parachute are these large compensation packages there's severance payments that are paid to executives and they're paid out to key employees when there's a change of control event so a merger or an acquisition is considered a change of control event."
5. "Section 382, it curbs this practice by limiting the amount of net operating losses that a company can use after the acquisition and that's based on the company's value at the time of the ownership change and this prevents companies from using net operating losses as a tax sheltering tool."
This episode provides a high level overview of several key tax code provisions that can significantly impact the structuring and tax implications of M&A transactions. It highlights the importance of understanding these provisions and working closely with legal and financial advisors to ensure that deals are structured efficiently and in compliance with tax regulations. The detailed explanations, examples, and practical considerations offered in the show are valuable for M&A advisors, business owners, and investors involved in buying or selling businesses.
LEGAL DISCLAIMER: This resource is intended for educational purposes only and does not constitute legal, financial, or tax advice. The information provided herein should not be relied upon for any specific business or financial decision without first consulting appropriate professional counsel. Readers are encouraged to seek advice from qualified attorneys, accountants, or other professionals to address their unique circumstances. Neither the authors nor the publisher assumes any responsibility for actions taken based on the information provided in this resource.
2. Quantitative assessment: Adjusting calculations and schedules to reflect US GAAP requirements and quantifying conversion adjustments.
3. Financial statement preparation: Preparing financial statements and footnote disclosures under US GAAP, incorporating conversion adjustments.
The discussion covered the additional compliance requirements and auditing considerations when adopting US GAAP. Companies may need to undergo a US GAAP audit, which typically involves a lower materiality threshold and more thorough walkthroughs and control testing. The timing of audits and potential overlap with local audits were also discussed.
Katrina emphasized the importance of being proactive in preparing for fundraising rounds with US investors. Presenting a qualitative assessment of US GAAP differences and potential conversion adjustments can demonstrate an understanding of the requirements and facilitate due diligence processes. This can potentially broaden the range of investors available to the company.
Several challenges and common issues were discussed, including:
- Lack of documentation and messy calculations under current GAAP, making the conversion process more difficult.
- Determining the appropriate retrospective period for conversion, which may depend on the intended use of the financial statements.
- Ensuring knowledge transfer and ongoing support for the local finance team to maintain US GAAP reporting after the conversion.
Katrina highlighted the importance of effective knowledge transfer and ongoing support for the local finance team. She suggested exploring options such as working with a fractional Chief Accounting Officer or leveraging external advisors for specific transactions or new accounting standards. This approach can provide access to US GAAP expertise while enabling the local team to maintain day-to-day reporting.
For companies considering US expansion or fundraising with US investors:
Document current accounting policies and procedures under local GAAP. Responsible: Finance Team, Ongoing
Assess the qualitative differences between local GAAP and US GAAP. Responsible: Katrina Nachi or other US GAAP advisor, Prior to fundraising/expansion
Engage with auditors to align on the conversion process and required documentation. Responsible: Finance Team, Prior to conversion
For companies undergoing a US GAAP conversion:
Develop a detailed conversion plan, including quantitative assessments and financial statement preparation. Responsible: Katrina Nachi or other US GAAP advisor, Prior to conversion
Ensure knowledge transfer and training for the local finance team on US GAAP reporting. Responsible: Katrina Nachi or other US GAAP advisor, During and after conversion
Explore options for ongoing US GAAP support, such as a fractional Chief Accounting Officer. Responsible: Finance Team, After conversion
For companies operating in regulated industries (e.g., fintech):
Consult with legal advisors to understand specific US GAAP requirements and regulations. Responsible: Finance Team and Legal Counsel, Prior to US expansion
Assess the need for US GAAP reporting from day one of US operations. Responsible: Finance Team and Katrina Nachi or other US GAAP advisor, Prior to US expansion
Problem: Lack of understanding and documentation of current accounting policies under local GAAP, making the conversion process more challenging.
Solution: Proactively document and maintain clear accounting policies and procedures under local GAAP. This will facilitate the conversion process and enable effective knowledge transfer to the US GAAP advisor.
Problem: Limited budgets for engaging large accounting firms to handle the US GAAP conversion, leading to potential knowledge gaps within the local finance team.
Solution: Explore alternative engagement models with US GAAP advisors, such as working collaboratively on specific phases of the conversion process or leveraging fractional Chief Accounting Officer services. This can provide access to expertise while enabling knowledge transfer and cost savings.
Problem: Difficulty finding local finance professionals with strong US GAAP expertise, particularly in Europe.
Solution: Maintain a strong local finance team with expertise in local GAAP and leverage external US GAAP advisors for specific transactions, new accounting standards, or ongoing support. This hybrid approach combines local knowledge with specialized US GAAP expertise.
Problem: Potential overlap or conflicts between local audits and US GAAP audits, leading to inefficiencies and duplication of efforts.
Solution: Engage with auditors early to align timelines and coordinate the local and US GAAP audit processes. Explore opportunities for auditors to leverage work already performed during the local audit to streamline the US GAAP audit process.
Shelia shares her background, starting in the corporate world at companies like Enron and transitioning to the middle market and Main Street valuations. She discusses her certifications and the importance of continuous learning.
Importance of Accurate Business Valuations
Shelia explains why accurate business valuations are critical for both buyers and sellers in M&A transactions, helping to close more deals and avoid leaving money on the table.
Valuation Methodologies
The three main valuation approaches are discussed: asset approach, market approach, and income approach. Shelia dives into the details of each approach, common methods used, and when to apply them.
Special Circumstances and Challenges
Various special circumstances and challenges in business valuations are explored, including non-operating assets, intangible assets, regulatory impacts, distressed businesses, and rapid growth or volatile businesses.
Best Practices and Ethical Considerations
Shelia shares best practices for valuations, emphasizing transparency, honesty, and using reputable sources. She also discusses ethical considerations, drawing from her experience on the Ethics Oversight Board of NACVA.
About Bizworth
Shelia provides information about her company, Bizworth, and the valuation services they offer to support M&A advisors and business brokers.
Throughout the interview, several questions were asked and answered:
Q: How did you get into the business of valuations, and what drew you to it as a career?
A: Shelia started in the corporate world at companies like Enron, working in valuation groups. She transitioned to Main Street and middle market valuations in 2014, finding it more appealing.
Q: Why is an accurate business valuation critical for both the seller and the buyer in the M&A process?
A: Accurate valuations help close more deals, avoid leaving money on the table, and identify gaps early on.
Q: What are the different valuation methodologies, and what should M&A advisors consider when looking at them?
A: The three main approaches are asset, market, and income. Sheila explains each approach, common methods, and when to use them.
Q: What are some common challenges you come across when valuing businesses, particularly in the small and medium enterprise area?
A: Common challenges include non-operating assets, intangible assets, regulatory impacts, distressed businesses, and rapid growth or volatile businesses.
Q: What are your thoughts on best practices and ethical considerations in valuations?
A: Best practices include transparency, honesty, and using reputable sources. Ethical considerations involve operating with integrity, avoiding conflicts of interest, and staying in your lane.
Here are five valuable quotes from the interview:
"If you don't get a proper accurate valuation, you're leaving money on the table. First of all, you're not closing as many deals as you can, right you're not identifying as early on as possible if there's gaps."
Shelia Darby, on the importance of accurate valuations
"Honesty is the best policy. Transparency is crucial. It doesn't matter if you're an M&A advisor, an attorney supporting an M&A advisor, CPA, or evaluation professional honesty is the best policy transparency.”
Shelia Darby, on best practices
"Make sure you're not making things up you're not feeling your way through everything it's one thing to have an intuitive gut. We all want to listen to our gut, but back it up with facts."
Shelia Darby, on best practices
"If you're going to spend a lifetime building up your reputation, don't lose it in 5 minutes that's that's the standard there, that you're going to have a long plus, very plus, you know, very you have lots of prosperity in your field if you just abide by those."
Shelia Darby, on maintaining a good reputation
"It's OK to say you have a valuation professional supporting you. You don't have to be your clients valuation professional and CPA and attorney stay in your lane and be the best conductor to get their business sold."
Shelia Darby, on the role of an M&A advisor
This interview with Shelia Darby provided valuable insights and lessons on business valuations, including:
The importance of accurate valuations in closing more deals and avoiding leaving money on the table.
Understanding the different valuation approaches (asset, market, income) and when to use them.
Recognizing special circumstances and challenges in valuations, such as non-operating assets, intangible assets, regulatory impacts, distressed businesses, and rapid growth/volatility.
Best practices for valuations, including transparency, honesty, and using reputable sources.
Ethical considerations, such as operating with integrity, avoiding conflicts of interest, and staying in your lane as an M&A advisor.
The value of partnering with valuation professionals and experts when dealing with complex situations.
In summary, this interview highlights the complexity and nuances involved in business valuations, emphasizing the need for M&A advisors to have a solid understanding of valuation principles while also recognizing the importance of collaborating with valuation experts to ensure accurate and defensible valuations.
