Workforce stability is one of the most overlooked drivers of earnings quality and in people-driven businesses, it can make or break a transaction.Workforce stability is one of the most overlooked drivers of earnings quality and in people-driven businesses, it can make or break a transaction. In this article, The McLean Group’s Financial Consulting team examines how labor retention risk surfaces during a Quality of Earnings analysis, why below-market compensation and key-person dependencies can distort reported EBITDA, and what buyers and sellers should evaluate before reaching the diligence table. From government contracting to IT services and professional services, the people behind the numbers matter just as much as the numbers themselves, and understanding that dynamic is increasingly essential to assessing the true sustainability of earnings in any middle market transaction.[…]

Earnouts are one of the most powerful and most misunderstood tools in middle-market M&A. When buyers and sellers cannot agree on value, a well-structured earnout bridges the gap. But under ASC 805, the accounting treatment is anything but simple: contingent consideration must be measured at fair value on Day One, classified as liability or equity with real P&L consequences, and remeasured every reporting period for the life of the arrangement. For PE sponsors and portfolio company CFOs, the decisions made at the term sheet stage, including metric selection, settlement structure, and discount rate methodology, determine not just deal economics but how results are reported to lenders, boards, and investors long after close. This article breaks down the technical framework so you can structure earnouts that work the way you intend them to. […]

A Quality of Earnings review delivers value well beyond confirming normalized EBITDA.A Quality of Earnings review delivers value well beyond confirming normalized EBITDA. While standard adjustments address non-recurring items, a rigorous QofE examines revenue quality, customer concentration, working capital trends, and accounting policy risks that directly influence enterprise value and deal structure. For buyers, this analysis sharpens the basis for purchase price and surfaces integration risks before close. For sellers, a sell-side QofE strengthens credibility, accelerates diligence timelines, and reduces the likelihood of price chips late in the process. In middle market transactions, where financial reporting is often less formal, the depth of a QofE can be the difference between a clean close and a renegotiated deal. […]