July–August 2026

Good morning! 

I hope you are taking some time to enjoy the longer, warmer, lighter days of summer. After all, we waited throughout those dark, cold, snowy months for it to get here! It just seems to go way too fast.

Our country’s 250th celebration this summer has caused lots of us to look back on what our forefathers endured to give us what we often take for granted. I even went back in the archives and dug up a 54-year-old movie that still resonates with passion and commitment to an ideal bigger than ourselves. Whether you find it on demand or choose to own it, 1776 is a classic icon that left us cheering and able to forget, just for a little while, the current state of affairs in our nation’s capital. 

John Adams, Thomas Jefferson, and Benjamin Franklin… you rock!

Marijo McCarthy, Esq.

Pr esident, Widett and McCarthy, P.C.

M&A attorney helping small business owners sell a business

When the Seller is Also the Lender

I have previously shared with readers various components of Buyer due diligence in preparation for selling a business. But what about Seller due diligence? 

And while I will occasionally get pushback from readers protesting that due diligence is a buyer process, not seller, in point of fact, it is both… particularly in the vetting of a potential Buyer before accepting an Offer which includes Seller financing (i.e., acting as your Buyer’s lender).

So, understanding your role as Buyer’s lender, what should you look for?

1. A personal financial statement. You should know what assets the Buyer has to offer (beyond simply a security interest in the assets you already own, are selling, and do not want back!).
   
2. Three years of signed tax returns. Review these with your CPA and be sure there are no unexpected obligations.
   
3. A lien search. Ask your M&A counsel to order one for you. It will tell you whether there are any taxes owed by the Buyer for which the IRS has filed liens or any other liens which might disrupt the Buyer’s payment plan with you.
   
4. Consideration of your role post-closing. If a large Seller Note is part of the transaction, it may not be prudent to simply hand over the keys and walk out the door after closing (no matter how much that golf course beckons!). Consider a post-closing role… consultant, advisor, or even part-time employee. This way, you can keep an eye on your business while being sure your financing is protected.

My preference, if the potential Buyer presents a request for Seller financing, is to add this required due diligence to the draft Offer. Even better, discuss your requirements in advance with your business broker and ask to have this due diligence included as part of the Offer. It is never prudent to wait until the transaction is underway to include financial due diligence on the Buyer, unless you were not made aware of the potential for Seller financing from the beginning. 

Last but not least, consider what collateral you will need to be comfortable before accepting a Buyer Promissory Note. It may not necessarily be just the assets you currently own and are selling to the Buyer.

Seller financing may very well be key to helping you sell your business, so it is worth thinking through the possibilities before you decide whether you are willing to accept the role of lender. 

Books We Like

The editor of SCOTUSblog, Sarah Isgur, has written a fascinating book on what makes the Supreme Court actually tick along in the days of a conservative vs. liberal majority, and how that division affects decisions which are supposed to be based on our founding documents: Last Branch Standing: A Potentially Surprising, Occasionally Witty Journey Inside Today’s Supreme Court .

From Isgur’s web site: 

The ultimate insider, Isgur takes readers on a deep dive inside the Supreme Court: how cases land at the Court’s doorstep, which justices attend clerk happy hours (and which ones even bother showing up to the office), why conservatives already have buyer’s remorse about Amy Coney Barrett, and how the whole judicial system is kind of a constitutional anomaly.

You don’t need to be a lawyer to read and enjoy this book. You only need to enjoy interest and gossip about what the “Supremes” get up to as they go about their weighty obligations (beginning each year with the first Monday in October, a date set by law in 1917). And while each reader may have a very different view regarding the SCOTUS opinions, that’s not what this book is about. It is an eye-opening read about the Court’s inner workings; it took me back to my days of living and working in Washington … walking distance to the Supreme Court on Capitol Hill… lobbying for books, no less, with the American Library Association.

Want something lighter and equally readable to take to the pool? Try Red Verdict , the new novel by James Comey (yes, that James Comey, the former FBI Director whose name is high on the revenge list clutched by the occupant of the Oval Office!). It may not be great literature, but it is a good beach book and a fast read. And no one knows FBI and DOJ procedures like Comey!

The information you obtain at this site is not,

nor is it intended to be, legal advice.

You should consult an attorney for individual advice

regarding your own situation.

Copyright © 2026 Widett and McCarthy, P.C.

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