Gilabert Hopkins, LLP, M&A CPAs Schedule a Consultation

M&A CPAs · San Diego

Selling or buying a business? Unlock greater value with smart tax strategies.

From early planning to closing, we guide you through a smooth transaction. Our M&A tax process enables you to achieve the exit you’ve dreamed of, preserving what you’ve built and maximizing your after-tax proceeds.

Schedule a Consultation Call (619) 647-4769
  • Sellers
  • Buyers
  • Owners planning ahead
Diane L. Gilabert, MBA, CPA, on the San Diego coast
“Diane was the MVP of our deal team.”
Jim Hollen, President, Rich Ltd. Diane L. Gilabert, MBA, CPA · Founder
  • 35 years of tax expertise behind every deal
  • 20 years in the Big Four, serving global clients
  • 2023 founded to focus exclusively on buying and selling businesses
  • 90% less sales tax exposure on one client’s sale, in the client’s own words

From Fortune 100 corporations to closely held family enterprises.

Services

Strategic tax advisory and transaction support for business buyers and sellers

Whichever side you’re on, sale or purchase, and whether you’re in the process now or looking to start it, the same three disciplines decide what you keep.

01Structuring to minimize tax

In a dealMaximize after-tax proceeds if you’re selling your business. Turn your purchase price into accelerated tax deductions if you’re buying a business. We show you how.

Ahead of a dealWe’ll help you understand how to structure the sale or purchase of a business for the best tax result.

02Doing tax due diligence

In a dealDon’t get blindsided with unexpected tax liabilities. Our tax due diligence finds hidden tax risks so you can negotiate the optimal sales price or purchase price.

Ahead of a dealYou can’t fix what you don’t know about. Reviewing your company’s tax exposures in advance allows time to mitigate tax issues.

03Modeling the best tax outcome

In a dealWe’ll create a model that takes advantage of tax planning opportunities so you know the amount and timing of future tax payments and tax deductions.

Ahead of a dealTaxes can soak up 50% or more. Let us build a model to forecast tax implications so you can confidently negotiate knowing the after-tax results of different scenarios.

When you plan ahead, we also

  • Explain the different structures and their pros and cons.
  • Model the after-tax proceeds of alternative scenarios.
  • Conduct “tax due diligence readiness” so there are no surprises.
  • Complete pre-deal estate/gift tax planning and charitable planning.
Buying or selling a business Planning to buy or sell

Read it the way we do

Every clause in a Letter of Intent has a tax consequence

We cut through the jargon about deal structures so you’re prepared when that Letter of Intent lands in your in box. Tap a clause to see the question we’d ask.

Letter of Intent

Buyer
Seller
Company

  1. What are the pros and cons of an asset deal versus a stock deal?

    In general, a buyer wants to purchase assets and a seller wants to sell equity. But sometimes there’s a compromise that will lead to the best tax outcome for both buyer and seller.

Non-binding. Sign only after your CPA has read it.

M&A Packages

Pick up where your deal actually is

Three packages, matched to whether you’re thinking about selling, already holding offers, or thinking of buying.

  1. Thinking about selling your company?

    The Sale Success Package

    You need a CPA to plan your sale to maximize after-tax proceeds.

    • Kickoff Meeting to learn about your company and your goals
    • Analysis of possible structures: asset deal? Stock deal?
    • Planning and strategy to increase after-tax proceeds
    See what’s included

  2. Already receiving offers, or accepted one?

    The Deal Quarterback Package

    You need a CPA who can Quarterback the tax aspects of your deal.

    • Calculating the after-tax proceeds from the deal
    • Negotiating the gross-up so you’re compensated for taxes
    • Suggesting alternative structures to minimize your taxes
    • Responding to tax due diligence from the Buyer’s tax team
    • Negotiating the purchase price allocation for your benefit
    • Working with your attorney on the tax provisions in the contract
    • Strategizing on the earnout and consulting deal to optimize the tax outcome
    See what’s included

  3. Thinking of buying a company?

    The Tax-Savvy Buyer Package

    You need a CPA to help you structure the deal to maximize tax deductions.

    • Tax deductions and tax credits that will reduce the net purchase price
    • Analysis of which structure will maximize tax benefits
    • How to identify tax risks and what to do so you’re not stuck paying for them
    See what’s included

Testimonials

What clients and deal partners say about Diane

Diane was the MVP of our deal team. The buyer raised some unexpected sales tax concerns that would have reduced the selling price of our company $1 million. Diane identified alternative strategies that reduced the sales tax exposure by 90%.

Jim HollenPresident, Rich Ltd.

“Diane’s M&A experience was invaluable to the smooth completion of our deal. She handled the tax aspects of the F reorganization and structured the purchase price allocation to achieve the best tax outcome.”

AndréF Reorg

“Diane Gilabert is an invaluable advisor to clients of our firm’s M&A practice. She has deep expertise in the tax issues encountered on our deals. She has exceptional ability to identify critical tax issues in due diligence and deal documents and develop strategies to maximize sellers’ after-tax proceeds.”

Ian M. McDanielVenture LLP

Read all testimonials

About Us

Decades of M&A tax experience, in one small San Diego firm

Diane L. Gilabert, MBA, CPA

Diane L. Gilabert, MBA, CPA

Founder

With 35 years of tax expertise, Diane has guided companies from Fortune 100 corporations to closely held family enterprises through the tax complexities of business transactions.

Her career began with 20 years in the Big Four, where she honed her skills in serving global clients. Diane then joined San Diego’s top local CPA firms, which sparked a deep commitment to multi-year tax planning for business owners. In 2023, she founded Gilabert Hopkins, LLP to focus exclusively on the tax aspects of buying and selling businesses.

Full bio
Cole J. Hopkins

Cole J. Hopkins

Transaction tax modeling · B.S. Accounting, Arizona State University

Cole graduated in 2023 with a B.S. in Accounting from Arizona State University and is embarking on his path to becoming a CPA.

He leverages technology to model optimal tax outcomes in business transactions.

Full bio

Accreditations & affiliations

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Resources

From the blog: deal tax, explained

All articles

FAQs

Questions sellers and buyers ask first

Short answers to the tax questions that come up on nearly every deal.

See all FAQs

What are the tax implications of selling my business?

They vary depending on several factors, including the structure of the sale, how much of the proceeds will be taxed at capital gains tax rates versus ordinary income tax rates, and whether your company has any tax exposures in other states.

What is the difference between an asset sale and a stock sale, and which is better for my after-tax proceeds?

In general, a buyer wants to purchase assets and a seller wants to sell equity for the best tax results. But sometimes there’s a compromise that will lead to the best tax outcome for both buyer and seller. Diane helps sellers navigate the alternatives, and often can demonstrate to the buyer why more proceeds means a better tax answer for both.

How can I minimize capital gains tax on the sale of my company?

Through strategies like structuring the sale as an installment sale, utilizing capital gains exemptions, or considering a Qualified Opportunity Zone investment.

How does the Qualified Small Business Stock exclusion work?

If your business is a US C corporation, you acquired the stock via original issuance from the corporation, and you’ve owned the stock for at least 5 years at the time of sale, it’s worth exploring whether it’s Qualified Small Business Stock (QSBS). A significant portion of capital gain from the sale of QSBS is completely excludable for federal income tax purposes.

What is the Net Investment Income Tax (NIIT), and how does it affect me?

NIIT is an additional 3.8% federal tax that applies to investment income, including capital gains, when a taxpayer’s adjusted gross income exceeds certain thresholds. NIIT can often be avoided on the sale of a business in which the owner actively participates.

What is the impact of state taxes when selling a business?

State income taxes and state sales taxes can significantly impact your overall tax liability when selling a business. How much of a bite state income taxes will take depends on your state of residence and other factors.

Contact Us

Before you sign the LOI, talk to us

Taxes can soak up 50% or more. Know the after-tax results of each scenario before you negotiate, not after you sign.

Book Schedule a Consultation Call (619) 647-4769

1180 Rosecrans St. Ste 104 #608, San Diego, CA 92106