Know the After-Tax Number Before the Terms Lock It In
On the same price, a stock sale, an asset sale, and an election each land in a different place. Most owners find out after the terms are signed.
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Every Structure, Side by Side
The federal tax under a stock sale, an asset sale, and the elections your business can use, modeled from your figures, with the lowest named.
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The Gain, Broken Down
Where the gain falls, by asset class, with depreciation recapture separated instead of lumped into one number, and what that does to the rate.
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The Allocation Lever
How the purchase price is allocated moves the result for both sides. I show you where the room is.
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Documents Before Diligence Asks
The structuring documents the buyer's counsel will demand, prepared before the ask.
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One Flat Fee, Agreed First
Quoted per deal and billed as one flat fee, agreed before work starts.
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Defended in Diligence
The tax side of the structure is papered and defended when the buyer's counsel questions it, so the number holds through closing.
How Exit Tax Planning Works
Get a Quote
Enter the price, what is being sold, and where the deal stands. Rough figures are fine. A flat-fee quote reaches your inbox within two business days.
I Model the Structures
The federal tax under a stock sale, an asset sale, and the elections your business can use, from your figures, with the lowest named and the allocation lever shown.
I Build the Structure With Your Deal Team
Your deal counsel runs the transaction. I model the structure, paper the tax side, and defend it in diligence.
About Jeramie Fortenberry
I'm Jeramie Fortenberry, a business and tax attorney. Bankers and deal attorneys bring me into transactions to get the structure right before the papers are drafted, so the deal keeps more of its price after tax. Here's how I work:
- A straight answer on which structure keeps the most, in plain terms. The advice is never a setup for a bigger engagement.
- One flat fee per deal, quoted before work starts. Ask anything along the way without watching a clock.
- I work alongside the CPA, deal counsel, and advisors you already have. Your team stays in place.
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Questions Owners Ask
What does deal structuring actually change?
It changes how much of the price you keep. The choice between an asset deal and a stock deal, the elections available, and how the purchase price is allocated can swing the after-tax result significantly for both buyer and seller. Those choices are cheapest to make before terms are set, and expensive to unwind after.
Do you replace my deal attorney?
No. Your deal counsel runs the transaction and papers it; I structure the tax side and coordinate the specialists so the pieces fit. The engagement is designed to make your existing advisors more effective, not to replace them.
Is it too late to structure if we are already mid-deal?
Often there is still room, but the most value is captured before the letter of intent locks the structure. After that, options narrow. I will tell you honestly what is still available where your deal stands; sometimes the answer is meaningful, and sometimes the honest answer is that the window has passed.
How do you work with the advisors already on the deal?
As the specialist on their team. Bankers, CPAs, and deal counsel bring me in to model the structure, defend it in diligence, and keep everyone working from one plan. The deal keeps its pace.
What do you need from me to quote?
The price, what is being sold, who owns the business, and where the deal stands. Estimates are fine. If a precise figure changes the answer, I say so in the quote.
How much does exit tax planning cost?
One flat fee for the engagement, quoted from your request and agreed before work starts. Nothing along the way starts a meter.