Effective October 1, 2026, the SBA requires 7(a) lenders to obtain an independent quality of earnings report on Initial Acquisition and Business Expansion change-of-ownership loans where the business purchase price is $3 million or more. The report must be commissioned by and for the benefit of the lender, and lenders must size the loan on its normalized EBITDA instead of the seller’s add-backs. This article explains what the report has to contain, who is exempt, how disallowed add-backs can shrink a loan or force a larger equity injection or a renegotiated price, and why sellers who understand their add-backs before going to market are better positioned for a smoother financing process. […]

A fairness opinion is an independent assessment of whether the financial terms of a transaction are fair to shareholders, but it speaks to how a board reached its decision rather than whether the decision was right. In this article, The McLean Group’s Valuation Advisory team examines what a fairness opinion is and is not, the three protections it provides to directors, and the situations that most often call for one: conflicts, complex consideration, multiple share classes, and the absence of a competitive process. For boards approaching a significant transaction, engaging an opinion early gives directors a record built while the analysis can still inform the outcome. […]