How to sell a business from the decision to the first year after closing: preparation, outreach, offers, diligence, the purchase agreement, tax and transition.

How selling to employees through an ESOP, to managers in a buyout or to an outside buyer differs on price, financing, owner liquidity, control and risk.

A minority recapitalization lets an owner take cash out and keep a stake. See how board seats, put and call rights, drag and tag and valuation work.

Options when a company owns its building: sell together, sell the business and lease back, or sale-leaseback. See rent, appraisal, environmental and price effects.

How long a business sale takes depends on its slowest phase. See what controls each stage, where delays occur and what shortens the path.

How a confidential sale reaches buyers: blind teasers, NDAs, call sequencing, contact logs, broad versus targeted outreach and what to do if word leaks.

An indication of interest is a non-binding first-round offer. See what it contains, how ranges hide differences and how to score bidders on net proceeds.

Exclusivity bars a seller from talking to other buyers after a letter of intent. See what a no-shop restricts, how long it should run and what to ask in return.

The purchase agreement is the binding contract in a business sale. See its key terms, from price adjustments to indemnification, and the questions to ask counsel.

How reps and warranties, indemnification, baskets, caps, survival periods and escrows work in a business sale, and how a claim moves from notice to payment.

R&W insurance pays the buyer for breaches of the seller's representations. See how underwriting, retention and exclusions work and what changes for sellers.

Business sales fail through diligence surprises, price gaps, owner fatigue, financing, lost customers and legal problems. See warning signs and prevention for each.

A retrade is a buyer's price cut after the letter of intent. Learn the fair and tactical triggers, how to prepare, a response playbook and when to walk away.

A buyer's non-compete and non-solicit protect the goodwill it pays for. See how scope, duration and geography are set, what to negotiate and what to ask counsel.

After closing, the owner's role is set by contract: a short transition, a consulting agreement, employment or a board seat. See the terms that move pay and price.

Federal tax on a business sale comes in layers: capital gain, depreciation recapture, ordinary income and the net investment income tax. See how they stack.

The installment method reports gain as a seller note is paid. See how deferral works, which parts of a sale qualify and the default risk the seller takes on.

How the price of an asset sale is divided among the seven IRS asset classes, why buyer and seller want different splits, and how to negotiate the Form 8594 schedule.