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This is Part 2 of a two-part series on structuring and enforcing earnouts in middle-market M&A transactions. If you missed it, read Part 1: Revenue vs. EBITDA: Choosing the Right Earnout Metric to see how setting the right financial targets impacts the deal. When a merger or acquisition utilizes an earnout to bridge a valuation… Read More

In one of my previous posts, What the 2027 Washington Real Estate Excise Tax Shifts Mean for You, I broke down the statutory rate tier adjustments taking effect under RCW 82.45.060 on January 1, 2027. While those upward bracket shifts may provide meaningful tax savings on higher-value properties, Washington’s Real Estate Excise Tax (“REET”) structure… Read More

This is Part 1 of a two-part series on structuring and enforcing earnouts in middle-market M&A transactions. Part 2 focuses on post-closing operational covenants and governance. When negotiating an earnout in a middle-market M&A transaction, choosing the underlying metric is one of the most critical decisions both parties will make. The two primary choices, gross… Read More

When buying or selling real estate or structuring corporate asset transactions in Washington, tax considerations are rarely far from mind. One of the most significant state level costs in any transfer is the Real Estate Excise Tax (“REET”). Under RCW 82.45.060, Washington uses a graduated rate structure for state REET. Rather than a flat percentage… Read More

As discussed in my previous post, earnouts can bridge significant valuation gaps between buyers and sellers in middle-market M&A. However, because operational control shifts to the buyer after closing, these provisions frequently lead to bitter post-sale litigation if the financial targets are not met. The best time to prevent earnout litigation is not after the… Read More

In small-market mergers and acquisitions (under $50,000,000), closing day feels like the finish line. The purchase agreement is executed, funds are wired, and both buyer and seller pause to celebrate a successful transaction. Yet with an earnout provision, closing day marks a beginning rather than an end. When part of the purchase price depends on… Read More

When a business sale includes real estate, buyers often assume the property is “fine” because the business has operated there for years. That assumption can be costly. Real estate due diligence is its own discipline, and skipping steps can create problems long after closing. Start With the Basics: Title and Boundaries A title report will… Read More

When business owners prepare to sell their company, they tend to focus on the headline items: purchase price, closing conditions, and transition plans. But when the business owns real estate, the deed quietly carries sizeable weight that can impact your liability for years after the keys change hands. The Overlooked Asset in a Business Sale… Read More

When selling a Washington business that owns real estate, one of the earliest decisions is deceptively simple: Should the property be part of the sale, or should the seller keep it and lease it back to the buyer? Both approaches can work, but each carries different legal and financial consequences. Option 1: Sell the Property… Read More