Understanding the Exchange Ratio

With more than $57 trillion in mergers and acquisitions, according to the Institute for Mergers, Acquisitions & Alliances, understanding…

3 min read

Understanding the Exchange RatioWith more than $57 trillion in mergers and acquisitions, according to the Institute for Mergers, Acquisitions & Alliances, understanding how the Exchange Ratio works is essential for businesses and investors to maximize these processes.

The ratio assesses how many shares the company that’s purchasing the takeover company must issue per share of the takeover business. Transactions that use shares for part or whole of the payment are able to leverage this integral benchmark. It’s important to keep in mind that the exchange ratio may provide parties helpful insight on transactions involving all or part equity, but it won’t be beneficial for all cash deals.

The formula to calculate the ratio is as follows:  

Exchange Ratio = Offer Price for Target’s Shares / Acquirer’s Share Price

Looking at the acquiring firm’s and the target or acquired firm’s share prices illustrates the exchange ratio. If the target firm has 30,000 shares outstanding and trades at $34.60, and the acquiring firm offers to pay a 20 percent takeover, it results in a share price of $41.52 per share. The acquiring firm’s share price currently trades at $23.50.

Putting the formula into practice, it’s as follows:

= $41.52 / $23.50

= 1.77

Based on the resulting Exchange Ratio of 1.77, the acquiring firm must issue 1.77 shares of its equity for each share of the target firm it wants to acquire.

For transactions with different proportions of cash and stock, the percentage of stock is what’s factored into the exchange ratio. Deals conducted with 100 percent stock provide the most value to an exchange ratio.   

Real World Example

If an acquiring business offers the acquisition target two of its shares for a single share of the acquired company, the deal can take the following circumstances. Before the deal announcement, the purchasing company’s shares might be trading at $20, with the target company’s shares trading at $30. With a 2-to-1 exchange ratio, the purchaser is bidding $40 for the seller’s share at $30.

After the deal announcement, there’s usually a valuation difference between buyer and seller due to the time value of money and risks. Risks include potentially being blocked by regulators, shareholder rejection or changing economic conditions. One important consideration is that merger arbitration may occur by investors when they try to get ahead of a deal ultimately completing before the uncertainty is removed.

If the deal ultimately closes, and investors get two buyer shares in exchange for one seller share and the acquiring company’s share increases to $37 from $30, investors who bet against the buyer’s stock via short-selling will be rewarded a difference of $3 per share (2 shares from the acquiring company 2 X $20 = $40 minus the $37 single share price of the target company). Investors who close out their short position will see the difference from the seller’s price for a profit. This tactic is frequently executed by opportunistic investors who have no direct interest in owning the equity, but only for a trade.

While each deal is different, understanding the process is essential to break down the internal details for all interested merger and acquisition parties. 

IRS Raises Mileage Rates Midyear: What You Need to Know

For the first time since 2022, the IRS is changing standard mileage rates in the middle of the tax year. If you track business, medical or moving miles, this matters. Starting July 1, 2026, the numbers go up, and your recordkeeping needs…

4 min read

IRS Raises Mileage Rates Midyear, IRS Raises Mileage Rates 2026For the first time since 2022, the IRS is changing standard mileage rates in the middle of the tax year. If you track business, medical or moving miles, this matters. Starting July 1, 2026, the numbers go up, and your recordkeeping needs to get more precise.

What Changed and Why

The IRS bumped the business mileage rate from 72.5 cents to 76 cents per mile for travel on or after July 1, 2026. Medical and moving rates rose from 20.5 cents to 23.5 cents. The charitable rate stays put at 14 cents, where it has been stuck since 1998.

The trigger was fuel prices. When the IRS set the original 2026 rates back in December, gas was averaging about $2.89 per gallon nationally. By mid-July 2026, AAA reported the average had climbed to roughly $3.87, an increase of 34 percent. Much of that spike traces back to the war in Iran and uncertainty around oil production and shipping through the Strait of Hormuz.

The last time the IRS made a midyear adjustment was 2022, after Russia invaded Ukraine and gas prices surged past $5 per gallon in some markets.

Two Sets of Rates for One Year

This creates a split year for mileage calculations. Miles driven from January 1 through June 30 use the original rates. Miles driven on or after July 1 use the revised rates. If you drove 4,000 medical miles before July and another 4,000 after, you would calculate them separately: $820 for the first half at 20.5 cents, $940 for the second half at 23.5 cents.

The same logic applies to employer reimbursements. The new rates kick in only when both the expense and the reimbursement occur on or after July 1. Employers running accountable plans should review their policies to make sure they are applying the correct rate based on when the travel happened and when the payment goes out.

Why the Rates Differ by Category

The business rate is higher because it accounts for both fixed and variable costs of operating a vehicle: depreciation, insurance, maintenance, tires, gas and oil. Medical and moving rates cover only variable costs, which is why they sit lower.

The charitable rate is a different animal entirely. Congress set it by statute, and it has not budged in nearly three decades. Adjusted for inflation, 14 cents from 1998 would be closer to 29 cents today.

Who Can Actually Use These Rates

Here is where it gets narrower than many taxpayers expect. The Tax Cuts and Jobs Act eliminated the deduction for unreimbursed employee business expenses starting in 2018, and the One Big Beautiful Bill Act made that change permanent. Most employees cannot write off business mileage whether their employer reimburses them or not.

Moving expense deductions are similarly limited. Only active duty military members moving under orders for a permanent change of station qualify, along with certain intelligence community members under rules effective for 2026.

Charitable mileage requires itemizing, which means it only helps if your total deductions exceed the standard deduction of $16,100 for single filers or $32,200 for married couples filing jointly. Many taxpayers skip it.

Self-employed individuals and business owners get the most benefit from the business rate since they can still deduct qualifying mileage on Schedule C.

Recordkeeping Just Got Harder

Normally, tracking mileage means logging dates, destinations, miles driven, and business purpose. This year, you also need to note which side of July 1 the expense falls on. A mileage app can help, but a notebook or spreadsheet works, too.

If you use a vehicle exclusively for business, beginning and end-of-year odometer readings establish total mileage. Photos can serve as backup. If you mix business and personal use, your records need to clearly separate the two.

Conclusion

Gas prices forced the IRS’s hand, and now 2026 has two mileage rate regimes. The math is not complicated, but the documentation requirements are tighter than usual. Know when your miles were driven, keep clean records and make sure your employer’s reimbursement policies reflect the July 1 cutoff. The details matter this year more than most.

Supreme Court Will Decide What Homeowners Are Owed When Tax Sale Erases Equity

Supreme Court Will Decide What Homeowners Are Owed When Tax Sale Erases Equity

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Supreme Court Will Decide What Homeowners Are Owed When Tax Sale Erases EquityA county in Michigan was owed about $2,200 in back taxes. To collect it, the government took a home worth close to $200,000, auctioned it for a fraction of that, and called the matter settled. The family is now putting a simple question to the Supreme Court: when the state sells your house over a small debt, does it owe you the real worth of what it took or only whatever the auction happened to fetch?

The Rule that is Already on the Books

Three years ago, the court drew a clear line. Geraldine Tyler, then in her 90s, had let a $2,311 levy on a Minneapolis condo balloon to about $15,000 once penalties and interest stacked up. Hennepin County took the unit, found a buyer at $40,000, and held onto all of it. By any fair reckoning, the $25,000 above her debt was Tyler’s money – even though the county walked away with it. Minnesota law blessed that, as did 11 other states and the District of Columbia, plus nine more states under narrower terms.

A unanimous court ended the practice. Chief Justice Roberts wrote that a government can sell property to satisfy a tax debt but cannot help itself to more than the debt is worth. Leftover equity belongs to the owner, and a state cannot dodge that by defining the property interest away.

The Question Tyler Left Hanging

Tyler was tidy because the surplus was undeniable. Subtract a debt near $15,000 from a $40,000 sale, and the leftover is beyond dispute. The justices never had to confront the messier case where the sale price itself is artificially low. If a forced auction brings in far less than a home would fetch on the open market, is that depressed number really the measure of what the owner lost?

That is the gap, and tax auctions are where it opens. Unlike an ordinary listing, these sales draw a thin crowd of investors and speculators, and the government has little reason to chase top dollar. A county could therefore obey Tyler to the letter, hand back every cent of the auction surplus, and still watch most of a family’s equity vanish.

How the Pung Family Got Here

Three-and-a-half decades ago, Timothy Scott Pung paid $125,000 for a roughly 3,000-square-foot house in Isabella County, and for years it carried Michigan’s Principal Residence Exemption. Scott died in 2004, and his wife in 2008. Their son Marc stayed on, assuming the exemption rolled forward without any new filing. The assessor saw it otherwise and stripped the break retroactively. Marc fought back, and a state tax tribunal agreed no further paperwork had ever been required.

The assessor would not let it go. Over a shortfall of $2,241.93, on a place the county itself pegged at $194,400, the family was thrown out, and the home went under the hammer for $76,000. Nobody disputes that the estate is owed the surplus. The quarrel is how to measure it. Isabella County treats the surplus as the hammer price minus the debt, leaving about $74,000. The estate says the yardstick should be the home’s true market value minus the debt, pushing the number toward $194,400. The spread tops $100,000.

Bigger Than One House

The stakes reach far past Michigan. Minnesota alone moved more than 4,300 properties through these sales between 2014 and 2020. Across the 1,200-plus that were family homes, the typical owner lost some 92 percent of the equity above the debt, averaging around $207,000 against bills averaging just $17,000. In the nation’s capital, a veteran with dementia lost a $200,000 home over $133.88.

There is a second front, too. The estate contends the foreclosure worked as an excessive fine barred by the Eighth Amendment, a theory the lower court waved off as ordinary tax collection but one that Justices Gorsuch and Jackson have flagged for review.

Argument wrapped on Feb. 25 with a ruling likely any day now. The court has already said the government cannot keep more than it is owed. Now it must decide whether that shield covers only the cash left after the gavel, or the equity that vanished before.

Personal Versus Enterprise Goodwill: What You’re Really Selling

Personal Versus Enterprise Goodwill

4 min read

Personal Versus Enterprise GoodwillPicture two heating-and-cooling companies at opposite ends of the same town. Same revenue, same trucks, same crew. The first one runs on its owner, a guy who spent 20 years building a name, and people call the office because they want him on the roof. The second runs on a brand, a dispatch system, and a phone number folks have had memorized since the ’90s. On paper, the two look like twins. But put them up for sale, and they fetch very different prices – and the reason is goodwill, the chunk of value that has nothing to do with the trucks and everything to do with why the phone keeps ringing.

The Value That Stays

That second company has what valuators call enterprise goodwill. It lives in the business itself: the location people drive past, the name they already trust, the systems that keep running through the two weeks when the founder goes to Cabo. Whoever buys the place inherits all of it, and that is what a buyer pays up for. They are not wagering on one person’s stamina. They are buying an operation that keeps producing after the seller is a memory.

The Value That Walks Out the Door

The first company has personal goodwill, where owners talk themselves into a number the market will not pay. When the clients are loyal to the owner, the referrals come because of the owner, and the day he retires, half the revenue walks out behind him; you cannot deed that over the way you hand across the keys to a van. A business built on one person almost always sells for less, because the buyer is left guessing how much of it actually survives the handoff.

It can be salvaged. A tight employment agreement and a non-compete can keep the seller out of the market long enough for relationships to take root with the new owner. In a lot of these deals, choreographing that single transfer is the whole negotiation.

It Comes Up in Divorce, Too

The same split shows up in divorce, usually not the way people expect. State law varies, but courts tend to treat enterprise goodwill as a divisible marital asset while setting personal goodwill aside, on the logic that it is really the spouse’s future earning power rather than property to carve up. Arizona is one of the states that has swept professional goodwill into the marital estate anyway, in the right case. Wherever it gets heard, someone has to draw that boundary, and a lot of money rides on where the line lands.

Putting a Dollar On It

So how do you put a dollar figure on something this slippery? One of the cleaner tools is the With and Without Method. You build two futures for the company and discount each one back to today. In the first, the key owner stays. In the second, he walks and starts competing down the street. The cash flow that bleeds out of that second version is the value the first one was quietly protecting.

Go back to our first owner and say his presence is worth a formal non-compete. With him locked in, free cash flow runs $10 million a year. With him loose and competing, it slips to $7.5 million. Discount each stream at 7.5 percent over eight years, and the protected version is worth about $58.6 million in today’s dollars against roughly $43.9 million without. That gap, near $14.6 million, is the price tag on the non-compete.

A real engagement would not leave it that clean. I would model how fast the business rebuilds the revenue it lost and weigh the result for how likely the owner is to actually go compete. But the bones of it are exactly that.

What to Take Away

Here is the part worth holding onto. Get this distinction wrong, and you can leave seven figures on the table at a closing or in front of a judge. The line between personal and enterprise goodwill does not draw itself. If you are eyeing an exit, weighing an offer, or fighting over a number in a dispute, get someone to mark it before the other side marks it for you.

Securing Funding for Border Patrol, Homeland Security and Small Businesses

Securing Funding for Border Patrol, Homeland Security and Small Businesses

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Securing Funding for Border Patrol, Homeland Security and Small BusinessesSecure America Act (S 2) – The Secure America Act is a federal budget reconciliation bill that funds homeland security. It was introduced by Sen. Lindsay Graham (R-SC) on May 20. The bill allocates $22.6 billion to Customs and Border Protection; $3.5 billion for border security technology improvements; $38.5 billion to Immigration and Customs Enforcement (ICE); and

$5 billion to the Department of Homeland Security. The act was passed in the Senate on June 5, in the House on June 9, and was signed into law by the president on June 10.

Investing in All of America Act of 2025 (HR 2066) – Introduced on March 11, 2025, by Rep. Daniel Meuser (R-PA), this legislation revises how private capital is defined and adjusts Small Business Investment Company (SBIC) leverage limits. The net result is that it increases the amount of long-term capital available to American small businesses. The bill passed in the House on Dec. 1, 2025, in the Senate on April 15, and was enacted on May 19.

FIRE Act (HR 6387) – Introduced by Gabe Evans (R-CO) on Dec. 3, 2025, this bill addresses a current quandary between federal air quality enforcement and state-level wildfire prevention. In an effort to curb wildfires, some states conduct controlled burns. However, these prescribed burns do not always comply with national air quality standards. The act would amend the current Clean Air Act to exclude state wildfire mitigation activities from air quality compliance calculations. The fix remains controversial because some lawmakers see it as a gateway to weakening the nation’s air quality standards. The FIRE Act passed in the House on April 22 and is now in the Senate for consideration.

Combating Organized Retail Crime Act of 2025 (HR 2853) – This legislation focuses on the customs enforcement side of ICE. It would authorize a unit that coordinates law enforcement for organized crime involving the shipping and sale of illegally obtained goods and counterfeit products via online and physical marketplaces. The bipartisan bill was introduced by David Joyce (R-OH) on April 10, passed in the House on May 12, and is under consideration in the Senate.

Defending American Property Abroad Act of 2026 (HR 7084) – This law enables the president to prohibit vessels from entering any port, harbor, or marine terminal in a Western Hemisphere country that commandeered property owned by a U.S. citizen or corporation. Failure to abide could trigger a total ban from U.S. waters. The injunction can be lifted once the property is returned by the offending country with acceptable compensation or some other resolution. The bill does include exemptions for legitimate maritime emergencies. This largely bipartisan bill was introduced by Rep. August Pfluger (R-TX) on Jan. 15. It passed the House on March 27 and is currently under consideration in the Senate.