For the practitioners who help their clients live a vibrant life.

Employee Ownership as a Sponsor Exit

A 37-page brief on using an employee stock ownership plan to sell a portfolio company that fits the pattern — liquidity for the fund, ownership for the people who run it. There were 33,575 unsold private-equity-backed portfolio companies at June 30, 2026, against 32,451 six months earlier, and the screen here says which of them this route actually suits: the asset is the staff, the cash flow is predictable enough to carry acquisition debt, and management can run it without the sponsor. Worked end to end on a $20.0M-EBITDA company at a $140.0M price, 7.0x: the S corporation shield adds $9.9M of debt capacity, 51–60 per cent of the price funds in cash at close, and the seller note — the part that decides whether a trustee can pay a competitive number — is worth 49–72 per cent of face sold today against 129 per cent of face retired by a year-ten refinance. A cash auction has to clear 79–95 per cent of the mark to beat it. Carries the names that did it, Publix through New Belgium, and the Tribune file, where $250M of stock went into a buyout that was in bankruptcy fourteen months later. The last 14 pages are the financing model itself, printed as the appendix.

The Founder-Family Merchant Bank at Scale — The BDT & MSD Partners Case

A 28-page analytical case on the 2023 merger of MSD Partners and BDT & Company: what each firm did standalone, the seven capabilities the combined firm can now offer that neither could alone, the Trott–Buffett credential, the Michael Dell wealth arc from $4.6B to $202B, a competitive-set comparison against Rockefeller Capital, Willett, Emerson Collective, Cascade and Silver Lake, and five evolution paths with an Institute read on each. Closes with the seven questions a family-office CFO should ask any counterparty in the category.

Most Large Companies Eventually Become Private-Equity Firms

A 42-page cross-cut walking Berkshire Hathaway, Apple, Microsoft, Koch Industries, Lyft, and Meta through the six-source-of-funds framework. Sourced numbers traced to 10-K filings. The thesis: at sufficient scale, every operating company starts allocating like a PE firm, whether or not it admits it.

How Net Operating Losses Work

The framework and only the framework: what an NOL is and why it is not the deferred tax asset, the TCJA 80% cap, the §382 ownership-change limitation with NUBIG/NUBIL and the §382(l)(5) bankruptcy exception, state non-conformity, why the GAAP loss is not the NOL, temporary and permanent differences, ASC 740 valuation allowances, how the attribute runs through the cash flow statement, credits, and the corporate alternative minimum tax. It carries no company balance, no share price, and no equity value — which is exactly what makes it durable. Free to read, free to print, free to pass along. Readable in full on its own page, or downloadable as a PDF — no signup either way.

Four Companies with Significant Net Operating Losses

A 31-page cross-cut walking Lyft, Cleveland-Cliffs, SNAP, and General Motors through the §382 ownership-change limitation, valuation allowance dynamics, and the book-vs-tax bridge that most sell-side models miss. Sourced to each company's 10-K and recent 10-Q, with every point-in-time figure carrying its own measurement date.

New to net operating losses? Read Part One first. This Brief opens on four live company positions and reads their income-tax footnotes at practitioner speed. It does not stop to define an ownership change, explain why the GAAP loss is not the tax loss, or walk the entries that carry a deferred tax asset from the return to the cash flow statement. Part One does all of that, free, on the page or as a PDF.

The Coach's Tax Levers

What pro sports teams can actually do to reduce their players' state tax bills — the jock-tax mechanics, the CBA disparity between MLB, NBA, and NFL, and the legally defensible levers a front office can pull without inviting a challenge from a state department of revenue.

The CBA That Lets MLB Players Actually Build a Life After the Game

MLB players file bankruptcy at one-third the NFL rate. The reason is structural — specific collective-bargaining provisions that route athletes toward second careers, second businesses, and second acts instead of post-career drift.