Before
the wire hits.
A business exit, whether a sale, a merger, or another liquidity event, is the largest financial transaction of most owners’ lives, and it is decided earlier than most owners think. The structures that shape what you keep, what you owe, and what your family holds for the next generation must exist before the transaction closes. Many of them, long before. We build them while they can still be built.
Drag sideways to see the full chronology →
The Deadline
Planning has a closing date, too.
The transaction has one closing. Your planning has several, and every one of them lands earlier. Three forces set those deadlines, and none of them negotiates.
- 01Valuation hardens.
Before a term sheet, the value of your company is a defensible range. After the letter of intent, it is a number with signatures near it. Transfers priced inside the range stand on far stronger ground than transfers priced against the number.
- 02Doctrine watches the calendar.
Assignment‑of‑income and step‑transaction principles let the IRS weigh when you moved an asset against how certain the sale was at that moment. Structures put in place early are structures that hold up later.
- 03Good structures need seasoning.
A trust funded years ahead of a sale looks like planning. One funded the week before looks like a reaction. Time in existence is itself a defense, and it is the one thing that cannot be drafted in.
The planning window, measured in leverage
Before the Close
What has to exist before you sign.
Six pre‑transaction exit planning structures, designed and implemented in the window before a sale or other liquidity event. Each diagram shows the mechanism; each deadline is a lock on the chronology above. Which of them your calendar still allows is the first thing we establish.
Grantor trusts · IDGT
Best started 12–24 months out
Equity moved to an intentionally defective grantor trust before a sale carries its future appreciation, and later the sale proceeds, outside your taxable estate, while you keep paying the trust’s income tax as a further transfer the gift‑tax rules never count. It works because it happens before the value is realized.
Grantor retained annuity trusts
Priced before the LOI
A GRAT returns your principal in fixed payments and passes everything the equity earns above a statutory hurdle rate to the next generation at little or no gift‑tax cost. Funded with pre‑sale stock that is about to step up in value, it is one of the most efficient transfers in the code.
Charitable remainder trusts
Before any binding agreement
Appreciated interests contributed to a CRT before you are bound to sell can be sold by the trust without immediate gain recognition, funding a payout stream to you, a charitable deduction now, and a remainder to the causes you choose. Timing is the entire ballgame here, and the case law says so.
Installment sale to a grantor trust
Seasoned well before the deal
Selling equity to your grantor trust for a bona fide promissory note freezes today’s value inside your estate; everything the company becomes between now and closing accrues to the trust instead. The note must be real, the trust must be seeded, and both should be older than the transaction they precede.
Entity architecture & F‑reorgs
Set before structure is negotiated
Asset sale or equity sale; S‑corporation, C‑corporation, or partnership: the same purchase price can produce very different after‑tax results. We review the architecture early and, where it earns its keep, restructure before the deal terms harden around the wrong one.
QSBS qualification
Measured in years, not weeks
Qualified small business stock can exclude substantial gain from federal tax, if the issuer, the holder, and the holding period all qualify, under rules that have changed more than once. We audit eligibility early, protect it through the deal, and structure around it where the calendar allows.
The Stakes
Two exits. One sale price.
The chart is deliberately unnumbered, because the honest version of it depends on your company, your state, your entity, and the year you sign. What it shows is the part that is always true: the difference between the columns is not a better deal or a bigger multiple. It is sequence: the same enterprise value, with the planning either ahead of the signature or behind it.
Illustrative proportions only. This is a concept, not a projection; nothing on this page predicts your outcome or constitutes legal or tax advice.
After the Close
The wire hits. The work changes.
Closing does not end the engagement; it changes its subject. The pre‑close structures now hold assets and need administration, and the rest of your plan was written for a balance sheet that no longer exists.
The plan, redrawn
Your estate plan was engineered around an illiquid, concentrated asset. It now holds cash and securities. Trust terms, fiduciary appointments, distribution standards, insurance, and titling all get re‑examined against the balance sheet you actually have, not the one you had.
Family investment entities
An LLC or limited partnership wrapped around post‑sale capital can consolidate management, add creditor protection, and keep transfer planning alive for decades after the deal, designed to work with the trusts built before it, not around them.
The person who sold
Owners who were the company often find the first year after it disorienting. That is not a legal problem, and we do not pretend it is. But after decades sitting beside sellers, we will tell you honestly what we have seen, and connect you with people who specialize in the landing.
How We Fit
We don’t replace your deal team. We complete it.
The transaction has its own lawyers, its own bankers, its own accountants, all pointed at getting the deal done. Someone at the table has to be pointed at you. That seat is ours, and we have held it across two generations of this firm.
- M&A counselnegotiates the transaction. We make sure it lands well in your personal balance sheet, your estate, and your tax return.
- Investment bankerruns the process and prices the business. We plan around the timeline they set, and tell you when the planning needs the timeline to wait.
- CPA / taxreports the outcome. We work with them beforehand, so there is a better outcome to report.
- Wealth advisorinvests the proceeds. We build the entities and trusts the portfolio will live inside.
- Insurance & riskcovers the gaps. We coordinate the coverage with the structures so neither quietly undoes the other.
Timing
Where are you on the calendar?
Find your row. It tells you what is still open, and it is the first question we will ask when you call.
A sale is a someday idea. The full toolbox is open: trusts can season, holding periods can run, gifts can be valued at today’s prices. This is the golden window, and almost nobody uses it. Be the exception.
You’ve talked to a banker. Still strong. Grantor trusts, GRATs, installment sales, and entity work remain fully available and defensible. Start now, and the structures will predate every deal document.
A price is on paper. The window narrows sharply: valuation is fixed and transfers get harder to defend. Charitable structures and certain other planning remain, with care, speed, and honest advice about what no longer works.
The buyer is inside the books. Planning continues in parallel: pre‑close housekeeping, coordination with deal counsel, and the post‑close design, so the first day after the wire is already planned before it arrives.
The wire hits. Every pre‑close strategy on this page is now unavailable. Nothing on the left side of the chronology can be recovered afterward, which is why this row is gray.
Liquid, and new to it. The second engagement begins: the redesigned estate plan, the investment entities, the tax year of the sale, and the longer question of what this wealth is now for.
The Next Step
If a sale is even a conversation, have this one first.
One meeting, before the bankers and before the buyers, to map which strategies your timeline still allows. If you are earlier than you think, we will tell you. If you are later than you think, we will tell you that too. And then we will move.
This page describes planning concepts at the level of concept only. It is general information, not legal or tax advice, and reading it does not create an attorney–client relationship. The chronology, the dial, the chart, and every figure above are illustrative: deadlines, availability, and results depend entirely on the facts of your transaction and on the law in effect when you act. Whether any structure fits your exit is exactly the question the first meeting exists to answer. Also serving business owners well before any exit is on the table.