“What’s the difference between a taxidermist and a tax collector? The taxidermist takes only your skin.” — Mark Twain Uncle Sam loves M&A almost as much as I do. Whenever a transaction that big happens, it doesn’t go unnoticed by the government. In fact, sellers can expect to pay around 23–25% in federal taxes on the sale of their business, and that’s before you even add state taxes, depreciation recapture, or other levies. When all is said and done, some owners can lose almost half of their sale value to taxes. So, after years of building something from the ground up, how do you retain as much of that value as possible? Background on Brandon Thornton We spoke with Brandon Thornton, a third-generation owner of a 75-year-old accounting firm started by his grandfather. What began as a traditional bookkeeping and tax practice has evolved into a strategic financial planning hub that serves high-net-worth families and business owners. Today, Brandon’s focus at Thornton Tax & Financial Services goes beyond tax planning by focusing on mitigation, deferral, and long-term strategy. His firm operates as a virtual family office, bringing together attorneys, investment advisors, and insurance professionals to help clients plan like the ultra-wealthy without actually being ultra-wealthy. As he puts it, “Virtual family office services allow us to do everything that used to be reserved for the ultra-elite, but bring it down to a household level.” Spreading the Love of Financial Planning Automation and AI have taken over much of the industry’s busywork, which has freed Brandon’s team to focus on strategy. That’s the part that still requires a human touch. “Some of the basic tasks are being taken care of through automation,” he said, “but the questions just keep getting bigger.” His model can stand out thanks to its blend of old-school trust that’s found in strong relationships and new-school technology. The firm uses modern tools to simplify operations, yet maintains a family-run approach that prioritizes continuity and personal connection. Tax-Saving Techniques You’ve Probably Never Thought Of (Let Alone, Heard Of) For most people, tax strategy ends at retirement contributions and deductions. For Brandon’s clients, it’s a bit more creative. His firm uses IRS-approved, high-impact strategies that even seasoned investors rarely hear about. He shared a variety of strategies that included such as oil and gas, real estate, agriculture, infrastructure or commodities. These strategies are highly specific, which makes it so important to have experienced professionals involved in your M&A transactions. As my dad likes to say, you don’t know what you don’t know. Brandon shared one story of a client who went from a 24% effective tax rate to 10%, turning what would have been a $60,000 tax bill into a $40,000 refund. It pays to plan ahead and be prepared. Planning Around an M&A For business owners approaching an acquisition or sale, timing is everything. Brandon recommends starting the planning process at least one to two years in advance to structure entities, set up trusts, and prepare strategies before any transaction closes. He explained: “I typically work on the mitigation side, whether it’s buy or sell. We plan for what the tax implications are going to be and have strategy ready in the wings.” His work doesn’t end at the deal table. Post-transaction, Brandon helps clients offset capital gains, structure installment sales, and reinvest proceeds in tax-advantaged vehicles. This follow-up is core to his principles of building long-term and valuable relationships. At QOE Prep, we see deals the same way Brandon sees taxes: success depends on preparation. Just as he builds strategies to protect clients’ wealth, we build frameworks that protect buyers and sellers from surprises. The best deals start long before the paperwork does. If you’re interested in learning more about what a quality of earnings report can do for you, go to my website for a free quote today.