Selling or buying a business can be one of the most important financial and emotional events in a business owner’s lifetime. Such a significant transaction should be planned for well ahead of time so all circumstances can be considered and there is time to implement strategies that could increase the desirability and marketability of the business. Except for death or disability, we generally suggest sellers take two to five years to prepare for a sale. This still holds true after considering President Biden’s proposals, which include:

  • Increasing the corporate tax rate from 21% to 28%
  • Increasing individual income tax rates and capital gains rates plus phasing out capital gains
  • Possible elimination of 1031 exchanges
  • Additional tax funded incentive programs and relief packages
  • Increasing minimum wage to $15
  • Reducing the federal estate tax exemption to $3.5 million per person (from $11.7 million in 2021)

These potential changes and the unique circumstances of the pandemic make it as important as ever to proactively plan for business succession. A great way to start is engaging a team of experienced professionals, including attorneys, investment bankers, accountants, IT professionals and executive/career coaches, that can help:

  • Establish or maintain solid and trusting banking relationships to facilitate third-party financing and readying the seller/owner’s personal financial planning for anticipated seller-financing concessions
  • Address post-Covid work-place changes, such as work-from-home or hybrid policies; virtual/zoom vs. phone calls; virtual events/conferences; and increased cybersecurity
  • Understand the hurdles to the transaction created by a PPP/PPP2 loan and the forgiveness process
  • Prepare to discuss and quantify reasons why revenue declined
  • Identify roadblocks to the sale in contracts such as third party consents or rights of first refusal
  • Review personal level estate tax and income tax planning, asset protection planning, business ownership involving receipts and use of the sales proceeds factoring in a potential elimination of 1031 exchanges
  • Research and understand the marketplace and your competition
  • Diversify your customer base, develop reoccurring revenue and shed unprofitable or slow paying customers
  • Document key operational processes
  • Protect your IT infrastructure from malware and ransomware by modernizing computer systems
  • Align key employees and management to work towards the sale and consider staying on as a key person
  • Implement a business valuation review, purchase price allocation and personal goodwill considerations
  • Address accounting practices, controls and tax records, e.g., audits or compilation attestation services
  • Review all business, legal and tax structuring, compliance, operations and intellectual property protection.


For more information on how Buckley Fine, LLC can assist you with selling (or buying) a business, please contact Helmut E. Gerlach, Chair-Corporate Practice Group, at 847-381-0011 or or any of the attorneys at Buckley Fine, LLC.