Wright Lewis

Non-stuffy business lawyer ⚖️ for entrepreneurs & SMBs.

🤝 Mergers & Acquisitions | 💵 Capital Raising | 📄 Contracts

*Tweets are not legal advice*

[Wright Lewis @TheDealLawyer]

What Are the Steps in the Sale of a Small or Medium Sized Business?
If you're a business owner hoping to sell your business, or an individual considering entrepreneurship through acquisition, this thread will save you time, money, and headache.

[Wright Lewis @TheDealLawyer]

@engr_imm "Sorry, I can't. I wouldn't want you to think I'm trying too hard."

[Wright Lewis @TheDealLawyer]

@AlfieJCarter Outreach

[Wright Lewis @TheDealLawyer]

@AlfieJCarter mcp

[Wright Lewis @TheDealLawyer]

Truth

[Kriss Berg, etc. @KrissBergTweets]

If I've learned anything after being an entrepreneur for 23 years, it's that the people who make it just keep getting up and showing up.

No tricks, no hacks, no secret formula. The problems and setbacks never stop, you just get better at dealing with them.

All you can do is get up, stay positive and keep going. It's not anymore complicate that that. You got this fam 💪

[Barrett Linburg @DallasAptGP]

The "1031 Treadmill" is a wealth killer.

85% of investors eventually pay the tax anyway. They just do it decades later, often when they need liquidity most.

Divorce. Partnership disputes. Medical bills. A market crash.

Life doesn't care about your deferral strategy.

Stop lighting equity on fire just to defer a bill.

The Panic Buy

Look at the image. ID period expiring. Narrow criteria.

To be clear, this broker is doing exactly what he should be doing. He’s working every angle to find his client a deal. That’s the job.

But the situation itself is the problem.

This isn’t investing. It is panic buying.

The 180-day clock forces you to overpay, buy in the wrong market, or accept weak credit.
You are trading a tax bill for a bad asset.

The Exit Ramp: OZ 2.0

There is a way out. New Opportunity Zone laws start in 2027.

"But my exchange fails in 2026. I can't bridge the gap."

If you are in a partnership, you can.

Partnerships have a special rule. You can elect to start your 180-day clock on the partnership return due date: March 15, 2027.

That pushes your investment deadline to September 2027. You just bridged the gap.

The Math ($10M Sale, $4M Gain)

Option A: The 1031 Trap

You rush into a 5% cap deal. You pay $0 tax now, but you own a yield-negative asset and you’re stuck on the treadmill.

Option B: The OZ Strategy

You fail the exchange. You keep your cash. You invest only the $4M gain in 2027.

* Liquidity: You pocket your $6M basis immediately.

* Deferral: No tax payable on the $4M gain until April of 2033.

* Reduction: You get a 10% discount on the tax bill.

* Elimination: Any growth on that $4M is tax-free after 10 years.

The Bottom Line

This only works for partnerships (not single-member LLCs) and requires a "bona fide" attempt to exchange. You can't fake the failure.

But if the numbers don't work, don't force them.

1031 brokers hate this. CPAs miss it.

But for the right investor, it’s a great move to understand.

[Wright Lewis @TheDealLawyer]

@LoganTGott Clients

[Wright Lewis @TheDealLawyer]

@Michael_Merrill @taywall @HockJohannes None of my deals were distressed sales.

[Wright Lewis @TheDealLawyer]

@AlfieJCarter Claude

[Wright Lewis @TheDealLawyer]

Incredible technology.

[Red Panda Koala @RedPandaKoala]

Palmer Luckey shows off his “EagleEye” AI helmet to Joe Rogan like it’s a video game

Worth rewatching following the recent Maduro raid, our special forces are basically rolling out in Iron Man suits

[Wright Lewis @TheDealLawyer]

Regardless, buying a $10mm business without buy side counsel is incredibly risky.

[Wright Lewis @TheDealLawyer]

@FranchiseMnA Depends on how experienced and how much work the seller's counsel does and the seller is willing to pay for. I've done this a couple times as sellers's counsel. Aside from footing more of the bill, it's actually not as bad as dealing with someone represented by a non-M&A lawyer.

[Wright Lewis @TheDealLawyer]

@FranchiseMnA Depends on how experienced and how much work the seller's counsel does and the seller is willing to pay for. I've done this a couple times as sellers's counsel. Aside from footing more of the bill, it's actually not as bad as dealing with someone represented by a non-M&A lawyer.

[Wright Lewis @TheDealLawyer]

@taywall @HockJohannes Busiest year of my career as a business lawyer.

[Wright Lewis @TheDealLawyer]

@HockJohannes Government has been a complete disaster this year. But most clients (except GovCons who got DOGE'd) maintaining nonetheless.

[Wright Lewis @TheDealLawyer]

@HockJohannes No word of this with my clients. Unselfishly hope you're wrong.

[Wright Lewis @TheDealLawyer]

@collin_ruth89 I have numerous friends who do this. Not judging them. But my view is that every time you give your kid a device, their behavior deteriorates long term.

[Wright Lewis @TheDealLawyer]

@HockJohannes DMV. Not trolling at all. Serious question for you.

[Wright Lewis @TheDealLawyer]

@LukeAltmann SEO

[Luke - Local SEO @LukeAltmann]

🚨🚨🚨 GIVEAWAY 🚨🚨🚨

We helped this client dominate the entire of Fort Lauderdale in just under 3 months

Want to know EXACTLY how we did it?

- Like, Retweet, and comment "SEO" & I'll send you the document of the process we used

(must be following)

[M&A Lawyer (Rob Fafinski)🇺🇸 @Lawyer4Deals]

“Why yes of course I put *our internal* document manager number in the footer of the doc. That way you have to delete it on the turn back. But don’t worry, we will add it back in on our next turn. Thx. -UBL”