- Family business
- A company where one family holds controlling ownership and usually management. The defining feature is that ownership, employment and family relationships overlap, so business decisions carry family consequences and vice versa.
- Second and third generation
- The generational stage of a family company. Each transition multiplies the shareholder count and dilutes direct operating involvement, which is why governance and buy-sell mechanics matter far more in G2 and G3 than they did for the founder.
- Succession plan
- The documented plan for who runs and who owns the business next, on what timeline, and how the transfer is funded. Management succession and ownership succession are separate problems and are frequently confused.
- Buy-sell agreement
- A binding agreement among owners setting what happens to shares on death, disability, divorce, departure or dispute — who may buy, at what price or formula, and how the purchase is funded. Usually backed by life insurance.
- ESOP
- Employee Stock Ownership Plan — a qualified retirement trust that holds company stock on behalf of employees, typically buying the owner's shares with borrowed money repaid from company cash flow. It creates a ready buyer and significant tax advantages, but also a long-term obligation to repurchase departing employees' shares.
- Employee ownership trust (EOT)
- A perpetual trust that holds the company for the benefit of employees without individual share accounts. Simpler and cheaper to establish than an ESOP and with no repurchase obligation, but with no individual account balance for employees either.
- Management buyout (MBO)
- The existing management team buys the company from its owner, usually combining a modest equity check with bank or SBA debt and a seller note. Preserves continuity, but management rarely has the capital to pay a competitive price without a partner.
- Recapitalization (majority vs minority)
- Selling a stake while continuing to run the business. A majority recap transfers control and lets the owner take most chips off the table; a minority recap provides liquidity or growth capital while the owner keeps control — usually at a lower valuation and with protective investor rights.
- Platform vs add-on
- In private equity, the platform is the first, larger acquisition in a sector that becomes the base company; add-ons are the smaller businesses bolted onto it. Add-ons typically trade at lower multiples than the platform, which is the arithmetic behind roll-up strategies.
- Search fund
- A vehicle in which an individual raises a small pool of capital to fund a search for one company to buy and then run. The dominant model for entrepreneurship through acquisition, and a growing buyer class for small profitable private businesses.
- Independent sponsor
- A dealmaker who finds and negotiates an acquisition first and raises the equity for it deal by deal, rather than investing from a committed fund. Common in the lower middle market; execution risk is higher because financing is not pre-committed.
- Rollover equity
- The portion of the seller's proceeds reinvested into the buyer's new entity instead of taken in cash. It aligns the seller with the buyer and offers a 'second bite of the apple' at the next sale, but it is minority equity in someone else's company.
- Earn-out
- Part of the purchase price paid later, contingent on the business hitting agreed revenue or EBITDA targets. It bridges a valuation gap and is also the single most common source of post-closing disputes.
- Seller note
- Financing provided by the seller — a promissory note taken back as part of the price, usually subordinated to bank debt. Signals the seller's confidence and is often required by SBA lenders to close the funding gap.
- SBA 7(a) acquisition financing
- A U.S. Small Business Administration guaranteed loan used to buy a business, with lower equity requirements and longer amortization than conventional debt. It requires a personal guarantee from owners above a threshold stake and is the main financing rail for small-business acquisitions and search funds.
- QSBS / Section 1202 exclusion
- Qualified Small Business Stock — stock in a qualifying C corporation that, if held long enough, can exclude a large share of the capital gain on sale from federal tax. Legislation enacted in July 2025 expanded it for newly issued stock with a tiered exclusion at three, four and five years, a higher per-issuer cap and a higher gross-asset ceiling. It is often the single biggest reason a growth company chooses C-corp status.
- Valuation multiple of EBITDA
- The standard private-company price language — enterprise value stated as a multiple of adjusted EBITDA. Multiples rise with size, growth, recurring revenue, customer concentration and management depth, which is why two companies with identical earnings sell for very different prices.
- Adjusted EBITDA and addbacks
- Reported EBITDA modified for non-recurring or owner-specific items — above-market owner compensation, personal expenses, one-time legal costs, the family car. Legitimate addbacks raise the price; aggressive ones get struck in diligence and damage credibility.
- Quality of earnings (QoE)
- An accounting investigation, usually buy-side, testing whether reported earnings are real, recurring and correctly stated. It is not an audit. Sell-side QoE prepared in advance is now standard practice for owners who want to control the narrative.
- Working capital peg and net debt
- The peg is the normalized level of working capital the seller must leave in the business at closing, with a dollar-for-dollar true-up either way. Net debt is debt minus cash, deducted from enterprise value to get equity value. Together they routinely move real money after the headline price is agreed.
- Data room
- The controlled repository of contracts, financials, tax returns, leases, employee and customer data a buyer reviews in diligence. How organized it is on day one is a direct signal of how well the company is run.
- LOI and exclusivity
- The letter of intent sets price, structure and key terms and is mostly non-binding — except for the binding exclusivity or no-shop clause, which stops the seller from talking to anyone else. Exclusivity is where the seller's leverage starts to decay, so terms should be nailed down before signing.
- Reps and warranties insurance
- A policy that covers breaches of the seller's representations, letting a buyer look to an insurer rather than the seller. It shrinks or eliminates the escrow and gives the seller a cleaner exit; historically for larger deals, now increasingly available in the lower middle market.
- Escrow and holdback
- A slice of the purchase price held back at closing to secure the seller's indemnity obligations and the working capital true-up, released after an agreed period. The size and duration are among the most negotiated terms in any private sale.
- Non-compete enforceability
- The FTC's 2024 rule banning most non-competes was set aside nationwide by a federal court in Texas and the agency later abandoned its appeals, shifting to case-by-case enforcement. Texas law continues to enforce non-competes under its Business and Commerce Code where they are ancillary to an otherwise enforceable agreement and reasonable in time, geography and scope — meaning Texas employers still have a real, if bounded, tool.
- Revenue per employee
- Revenue divided by full-time headcount — the fastest cross-company read on operating leverage. It varies enormously by industry, so it is only meaningful against sector peers and against the company's own trend.
- Gross margin vs contribution margin
- Gross margin is revenue less direct cost of delivery. Contribution margin subtracts all variable costs including sales commissions and variable overhead, showing what each incremental sale actually contributes to fixed costs and profit. Private companies frequently price off gross margin and get surprised by contribution.
- EBITDA margin
- EBITDA as a percentage of revenue — the headline profitability measure buyers and lenders use for private companies, because it strips out capital structure and owner-specific depreciation choices.
- Cash conversion cycle (DSO, DPO, DIO)
- Days sales outstanding plus days inventory outstanding minus days payables outstanding — how many days cash is tied up between paying suppliers and collecting from customers. In a growing private company with no equity market, this is often the real constraint on growth.
- Line of credit and borrowing base
- A revolving bank facility sized by a formula against eligible receivables and inventory. Ineligibles — aged receivables, concentration over a limit, slow-moving stock — shrink availability exactly when a business is under stress.
- Covenant
- A condition in a loan agreement — fixed charge coverage, leverage ratio, minimum liquidity, reporting deadlines. Breaching one gives the lender rights well before any payment is missed, which is why covenant headroom is monitored monthly, not annually.
- Personal guarantee
- The owner's personal promise to repay company debt, pledging personal assets. Nearly universal in small and lower-middle-market lending and SBA loans, and one of the strongest practical motivations owners have to seek an exit.
- Owner compensation vs distributions
- Salary is a deductible expense subject to payroll tax; distributions are returns of profit to owners. The mix affects taxes, the true earnings picture, and what a buyer will treat as a legitimate addback — so it has to be defensible as reasonable compensation.
- S-corp vs C-corp vs LLC
- Entity choice determining how profits are taxed and how a sale is structured. S-corps and LLCs pass income to owners and avoid double taxation; C-corps pay entity-level tax but are the only path to QSBS and the standard for institutional venture investment.
- Schedule K-1
- The form reporting each owner's share of a pass-through entity's income, deductions and credits. Owners owe tax on their allocated share whether or not cash was distributed, which is why tax distributions are written into most operating agreements.
- Pass-through entity tax election
- A state-level election letting a partnership or S-corp pay state income tax at the entity level so the deduction lands on the business return rather than being limited on owners' personal returns. Directly relevant to Texas-based owners with income sourced to other states.
- Texas franchise tax
- Texas's margin tax on taxable entities, computed on revenue less a deduction option rather than on profit. Entities under the state's revenue threshold owe no tax, and recent thresholds also removed the filing requirement for many small companies — but the tax is on margin, so a low-margin business can owe it while barely profitable.
- R&D credit and Section 174
- The research credit reduces tax dollar for dollar on qualifying development work. Section 174 governs whether those same costs are expensed immediately or capitalized and amortized. The 2022–2024 mandatory capitalization regime created large phantom taxable income for profitable software and engineering firms; 2025 legislation restored immediate expensing for domestic research and provided catch-up relief.
- Profit sharing, phantom equity and SARs
- The three main ways a private company shares upside without issuing real shares. Profit sharing distributes a defined slice of company profit as cash bonuses or into a retirement plan. Phantom equity grants contractual units that track share value; stock appreciation rights pay only the increase from a baseline. None of them add shareholders to the cap table, none carry voting or information rights, and all are taxed as ordinary income when paid rather than as capital gain.
- Key-person insurance
- Company-owned life or disability insurance on an owner or indispensable executive, paying the company rather than the family. Funds continuity, loan repayment or a buy-sell purchase, and lenders often require it.
- Board of advisors vs fiduciary board
- An advisory board gives counsel with no legal authority and no liability exposure; a fiduciary board of directors owes duties to the company, can hire and fire the CEO, and requires D&O insurance. Most private companies start advisory and convert when outside capital arrives.
- Vistage / EO peer group
- Paid CEO peer-advisory groups — Vistage, Entrepreneurs' Organization, YPO — where owners of non-competing companies meet monthly with a facilitator. For many private companies this is the closest thing they have to outside governance and candid benchmarking.
- Open-book management
- Sharing real financials with all employees and teaching them to read the numbers, so operating decisions are made against the same scoreboard as the owner's. Codified in The Great Game of Business and common in employee-owned companies.
- EOS / Traction
- The Entrepreneurial Operating System — a packaged management framework of a vision document, quarterly rocks, a weekly leadership meeting, a scorecard and an accountability chart. Widely adopted in the private lower middle market because it imposes cadence on companies that never had one.
- Employer brand for private companies
- The recruiting disadvantage of being unlistable — no ticker, no public financials, no stock grant. Private companies compete instead on stability, profit sharing, decision speed, ownership stakes and the ability to say who actually owns the place.
- Private company reporting
- Privately held companies file no public financial statements, so competitors, customers and journalists cannot see their numbers. Rankings therefore rely on voluntary self-reporting or estimates, disclosure is limited to lenders, investors and acquirers under NDA, and confidentiality is itself a competitive asset.