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BYS Originals

A landlord holds a seller back with a lease while a buyer faces a lender’s barrier outside a storefront.

When the Lease Becomes the Deal

The landlord wants the seller on the hook. The lender wants a clean break. Now what happens?

Sep 174 min read

Illustration of buyers examining the working-capital requirements of an acquired business

You bought the business. What’s left to run it?

The closing wire funds the purchase. This BYS analysis explains why buyers must separately model the working capital and operating liquidity the business needs after the handoff.

Sep 45 min read

Illustration of a buyer reading a contract as the path beneath him gives way, symbolizing gaps in indemnification protection.

The Purchase Price Is Not the Most Important Number

The headline price matters less when the remedy fails on the deal’s worst day after closing. How indemnification, covered losses, baskets, caps, and recovery sources shape the real economics of an acquisition.

Sep 34 min read

A business owner signs a short letter of intent casting the long shadow of a much larger transaction document.

The Most Dangerous Word in an M&A Letter of Intent

An LOI may not require you to close, but its terms, omissions, and silences can determine the deal you are able to negotiate.

Aug 284 min read

The Briefing

The Debt May Fit. The Deduction May Not.

A lender can approve the debt and the deal can still produce less after-tax cash than the buyer expected. Here is where Section 163(j) enters the model.

Aug 284 min read

Browse All Articles

An illustrated Silver Tsunami wave fading into a mirage, with business buyers assessing the opportunity.

The Silver Tsunami Doesn’t Guarantee a Buyer’s Market

A seller’s retirement plan does not tell you whether the business can run or support its price.

4 days ago4 min read

When the Lease Becomes the Deal

The landlord wants the seller on the hook. The lender wants a clean break. Now what happens?

Sep 174 min read

A standard form burns along one edge in a wire wastebasket against a burgundy background.

“It’s Just the Standard Form” Is Not a Reason to Sign

A standard acquisition form can leave price, liabilities, diligence and financing unresolved. Learn what buyers should address before signing.

Sep 114 min read

Illustrative waterfall chart from $2 million EBITDA to $450,000 FCFE after cash interest, taxes, capital expenditures, working-capital investment and net debt repayment.

EBITDA Is Not What the Owner Gets to Keep

See how EBITDA converts to cash available to equity and what working capital, capital spending and debt payments mean for acquisition documents.

Sep 114 min read

Illustration of a missed basketball shot at the buzzer, with an 83(b) folder and briefcase beside the court.

You Missed the 83(b) Deadline. Now What?

Before trying to fix a missing 83(b) election, establish what transferred, when ownership changed, and whether filing evidence or specific relief exists.

Sep 104 min read

Illustration of a Tax Election book jacket covering a Purchase Agreement, showing the distinction between tax treatment and deal terms.

A Tax Election Does Not Rewrite the Deal

A stock purchase and a tax election do not resolve contract consents, seller compensation, or lender releases. Make the legal structure match the bargain before signing.

Sep 104 min read

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