How to Minimize Your Taxes on Big Transactions with Guest Elizabeth Guidi from Kilpatrick Townsend

<p><strong>Hosts:</strong> Alan Darby &amp; Jaclyn Martinez<br><strong>Guest:</strong> Elizabeth Guidi, Tax Attorney at Kilpatrick Townsend</p><p>Your transaction outcome isn&#39;t just about the headline price - it&#39;s about what you actually keep after taxes. Most sellers focus on valuation multiples but miss how deal structure can dramatically impact their after-tax proceeds.</p><p>Asset purchases with rollover equity often beat straight stock sales from a tax perspective. The &quot;structure first&quot; mindset can save significant dollars compared to focusing solely on purchase price negotiations.</p><p><strong>Purchase Price Allocation</strong></p><ul><li>How assets are valued affects your tax treatment</li><li>Goodwill allocation and step-up in basis implications</li><li>What actually moves the needle on your tax bill</li></ul><p><strong>Payment Timing Strategy</strong></p><ul><li>Earnouts vs cash today - the tax timing trade-offs</li><li>Working capital adjustments most sellers don&#39;t see coming</li><li>Escrow and indemnity tax implications</li></ul><p><strong>Entity Structure Traps</strong></p><ul><li>S-corp, LLC, and C-corp nuances that catch sellers off-guard</li><li>Why your business structure affects deal taxation</li><li>Planning moves that should happen before you start negotiations</li><li><br></li></ul><p>Hidden Tax Landmines</p><p>- State and local tax surprises that can derail your planning- Geographic considerations most advisors overlook- Compliance requirements across different jurisdictions</p><p>Pre-LOI Tax Checklist - Simple framework to get tax planning on track before negotiations begin. Getting tax and legal advisors involved early lets you design the optimal structure instead of retrofitting tax planning to a completed deal.</p><p>Elizabeth&#39;s Key Insight - Every deal is unique. Cookie-cutter approaches to M&amp;A taxation leave money on the table. The biggest wins come from structuring transactions intelligently from the start, not trying to minimize taxes after the deal terms are set.</p><p>Bottom Line - Smart tax planning isn&#39;t about finding loopholes - it&#39;s about legally structuring your transaction to keep more of what you built. Start the conversation with tax advisors before you sign the LOI, not after.</p>