💼 Thinking About Selling Your Business? M&A Strategy & Tax Planning in 2025

Tyler N
Jun 25
3 min read

Published by Yadvisory.com – June 2025

If you’re a business owner considering an exit — or looking to scale through acquisition — 2025 may be your year.

After a slow M&A market in 2023–2024 due to high interest rates and economic uncertainty, deal activity is bouncing back, thanks to improved capital markets, falling rates, and a surge of strategic buyers and private equity firms back on the hunt.

But here’s the truth: the best M&A deals aren’t made at the closing table — they’re made months or years before.

At Y Advisory, we help clients prepare for, structure, and optimize M&A transactions from a tax and strategic perspective — because done right, selling or acquiring a business can be a powerful wealth-building event.

Why M&A Is Heating Up in 2025

Interest Rates Are Dropping: Buyers can now finance deals at better terms, increasing demand.

Baby Boomers Are Retiring: Many owners are preparing to exit their companies, driving supply.

Private Equity Is Sitting on Cash: Billions in dry powder is waiting for strong targets. Consolidation Is Accelerating: Industries from healthcare to tech to construction are seeing rapid consolidation.

Whether you're buying, selling, or merging — the stakes are high. Here’s how to get ahead of it.

5 M&A Tax and Strategy Moves Business Owners Should Be Making Now

1. Start with an Exit-Readiness Assessment

Target keyword: how to prepare a business for sale

The biggest mistake sellers make? Waiting too long to prepare. From financials to customer concentration, we help clients identify value drivers and red flags early — so they can fix issues before due diligence begins.

2. Choose the Right Deal Structure

Target keyword: asset sale vs stock sale tax implications

Is your deal going to be an asset sale or stock sale? The answer affects everything from taxes to liabilities to how your employees are handled. We help sellers negotiate structure that minimizes taxes and aligns with their personal financial goals.

3. Understand the Tax Impact Before You Sign

Target keyword: tax planning for selling a business

Selling a business can trigger significant capital gains taxes, depreciation recapture, and state-level tax exposure. We help clients explore strategies like:

Installment sales (spread tax over time)
Qualified Small Business Stock (QSBS) exclusion
Opportunity Zone reinvestment
Charitable trusts for tax deferral

4. Get a Quality of Earnings (QoE) Report Done Early

Target keyword: quality of earnings report M&A

Savvy buyers are demanding detailed QoE reports before closing. We recommend sellers invest in a pre-sale QoE to uncover (and clean up) any issues, and to give buyers confidence in your numbers — leading to stronger offers.

5. Use M&A to Scale Smarter — Not Just Bigger

Target keyword: M&A growth strategy 2025

For buyers, we help evaluate target fit, tax efficiency, and integration risk. Smart acquirers look beyond revenue and focus on:

Tax attributes (e.g., NOLs, R&D credits)
EBITDA normalization
Operational synergies and post-close structure
Entity consolidation and state nexus issues

Pro Tip: The IRS Is Watching M&A Closely

From earnouts to equity rollovers to 409A valuations, M&A transactions are on the IRS radar more than ever. A mistake in structure or valuation can lead to unexpected tax bills or audits.

At Y Advisory, we partner with attorneys, investment bankers, and internal teams to ensure the tax side is clean, strategic, and optimized.

Final Thought: Build the Deal Before the Deal

Whether you're planning to sell in 3 months or 3 years, the time to start preparing is now. The difference between a $10M sale and a $12M sale often comes down to how well-prepared and tax-efficient your deal is.

📞 Ready to explore your options or structure your next deal the right way?

Let’s talk. Y Advisory will guide you every step of the way — from strategy to structure to closing.