If you think selling your business is just about getting the highest number, think again. In Part II of my conversation with the all-star team at CLA—Erin Mickels, Mike Britten, and Mike Pohl—we dig into the fine print that can make or break your deal after the handshake. From LOIs to sales price allocations to working capital battles, this is where the real money is won or lost.

We start with what seems like a formality—signing the LOI—but as you'll hear, that's often the moment your leverage walks out the door. I've seen it firsthand: missed tax planning, bad rollovers, vague language that bites back later. This episode is all about what to watch for before you sign and how to avoid rookie mistakes that can cost you millions.

Then we dive deep into the deal mechanics that trip up even seasoned sellers—working capital disputes, earnout illusions, and how sales price allocations affect what actually ends up in your pocket. If you've never had a deal derailed over working capital, you're lucky. But most sellers? They're not ready for that fight—and it's why deals fall apart at the 11th hour.

And once the wire hits your account? That's not the end—it's the start of a whole new challenge. What do you actually do with that liquidity? How do you avoid the tax bomb that comes a year later? How does your risk profile shift when you're no longer a builder, but a steward of capital?

If you're serious about getting full value for the company you've spent a lifetime building—this episode is essential listening.

You will want to hear this episode if you are interested in...

• (0:15) Grow your top and bottom-line with CLA
• (1:54) Structuring employee retention bonuses after a sale
• (2:55) Why you shouldn't sign an LOI without legal and tax review
• (11:02) What buyers scrutinize during financial due diligence
• (11:45) Working capital and earn-out frameworks
• (14:18) The challenge of valuing work-in-progress (WIP) in deals
• (16:51) The importance of post-close working capital adjustments
• (17:57) How sales price allocation impacts your tax bill
• (21:44) How ProShop ERP can help you achieve on-time delivery
• (24:12) Understanding which assets are taxed at ordinary income vs. capital gains
• (25:40) How earnouts tied to employment can trigger wage tax
• (27:15) What to do (and not do) after receiving your payout
• (29:40) How selling changes your risk profile and investment approach
• (32:08) How to value fully depreciated assets in a business sale
• (34:40) What determines your company's EBITDA multiple
• (36:06) Mike's "psycho spreadsheet" for modeling post-acquisition performance
• (38:12) Valuation as both art and science in the lower middle market
• (42:08) How Qualifying Small Business Stock (QSBS) can help you avoid federal taxes
• (44:18) Why complex tax strategies require early planning and good advisors
• (45:44) Stay tuned for Top Shops 2025 registration!

Resources & People Mentioned

• Grow your top and bottom-line with CLA
• How ProShop ERP can help you achieve on-time delivery

Connect with CLA

• Connect with Erin Mickels, CPA
• Connect with Mike Britten
• Connect with Michael Pohl, CPA, CFP®

Connect With Buy the Numbers

• Follow on LinkedIn
• Connect with Mike Payne on LinkedIn

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Audio Production and Show Notes by - PODCAST FAST TRACK