Mergers & Acquisitions
Delina represents buyers and sellers on transactions below $25M, applying Big Four M&A tax depth at boutique scale, from pre-LOI structuring through diligence, the purchase agreement, and closing.
Get Started →An M&A deal is a tax structure with a purchase agreement wrapped around it.
Most of the value on a private-company sale is determined before the letter of intent is signed. Whether the deal is an asset sale, a stock sale with a deemed-asset-sale election, or a tax-free reorganization produces dramatically different tax outcomes, and the difference between two structures on the same deal can run into the millions in seller proceeds. By the time the LOI is signed, most of the structural opportunity is locked.
At this scale, institutional M&A firms are calibrated to deals one or two zeros higher, and general business attorneys are technically outmatched by the tax structuring the deal requires. Delina runs that lane: the diligence, structuring, and drafting standards used on hundred-million-dollar transactions, delivered at a price that fits a deal in the seven, eight, or low nine figures.
The work that decides what the seller nets and what the buyer can depreciate happens in the structural conversation, not the document drafting. The firm runs that conversation first, with each alternative modeled and the after-tax outcome quantified, before the LOI is drafted.
The structures the firm handles.
Asset Purchase Agreements
Most sub-$25M deals close as asset sales: the buyer is protected from undisclosed liabilities and gets a stepped-up basis. Delina drafts the APA, the schedules of acquired assets and assumed liabilities, the assignment and assumption agreements, the required counterparty consents, and the closing certificates.
Stock Sale + Deemed-Asset-Sale Election
Where the target is an S-corporation, a stock purchase with a joint deemed-asset-sale election gives the legal form of a stock deal with the tax treatment of an asset deal: the buyer gets the basis step-up, the seller gets a clean exit. Delina runs the analysis and builds the election into the agreement.
Tax-Free Reorganizations
Where the consideration is primarily acquirer stock, the deal can qualify as a tax-free reorganization. Delina structures it to satisfy the continuity-of-interest, continuity-of-business, and business-purpose doctrines, drafts the plan, and handles the boot rules where some cash is paid.
F-Reorganizations & Restructuring
Where the target’s structure does not fit the buyer’s preferred form, an F-reorganization can restructure it without triggering current tax. Delina drafts the chart, runs the disregarded-entity and consolidated-group analysis, and times the restructuring to the LOI and close.
Partnership Transactions
Sales of LLC and partnership interests are governed by subchapter K: capital-account treatment, built-in gain on contributed property, basis adjustments on transfer, hot-asset recharacterization, and the carried-interest analysis where profits interests are involved.
Due Diligence & Purchase Agreement
On both sides of the deal: the diligence that surfaces (or cures) the risk, the purchase agreement, the reps and warranties, the indemnification framework, the escrow, and the closing conditions that decide who carries the risk after close.
Already planning an exit?
If you are a founder or family-owned operator preparing to sell, the work that determines your after-tax proceeds, entity cleanup, IP assignment, qualified-small-business-stock posture, and the structural decision, starts well before the deal phase.
That pre-sale planning lives on the Business Exit page. Fees on M&A engagements are billed hourly and committed in writing before work begins. See Fees.
What most people want to know.
Should the deal be an asset sale or a stock sale?
It drives the tax outcome and the liability that carries over, and the difference between two structures on the same price can run into the millions in seller proceeds. Buyers usually prefer asset sales for the stepped-up basis and liability protection; sellers often prefer stock sales for capital-gains treatment. On S-corporation deals, a joint deemed-asset-sale election can bridge the two. It is modeled before the LOI, because the structure is the deal economics and it is hard to change once papered.
What is a deemed-asset-sale election?
It is a joint election that lets a stock purchase be taxed as if it were an asset purchase. The buyer gets the basis step-up it wants; the seller’s gain is treated as gain from a deemed asset sale at the corporate level. On the right S-corporation deal it produces a better combined outcome than either a straight asset sale or a straight stock sale, which is why the firm runs the analysis before recommending the structure.
The buyer already sent a purchase agreement. Do I still need M&A counsel?
Especially then. A purchase agreement drafted by the buyer’s counsel allocates risk to the buyer as a matter of course, one-sided indemnification, long survival periods, broad reps and warranties, and it is built around the buyer’s preferred tax structure, not yours. Independent counsel moves those terms to a fair position and models the tax consequences before you sign rather than after closing.
This page is general guidance, not legal advice on any specific transaction. Reading it does not create an attorney-client relationship. Attorney-client relationships are formed only on a signed engagement agreement.
Further reading on m&a.
Tax Attorney vs CPA: Which Does Your Business Need?
Tax attorney vs CPA — two different roles with two different functions. Here is what each one does and when California business owners need both.
Buying or selling a business?
Tell Delina about the deal, the entities, and the timeline. The intake scopes the diligence, the structure, and the tax modeling before anything gets signed.
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