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As I mentioned, I've asked two attorneys (one tax lawyer, one general counsel), a couple of CPAs, and a financial advisor or two for good measure. They all could explain the mechanics but none of them had much to suggest beyond traditional startup angel investments (which I'm going to do with some of the proceeds - but I need something lower risk for the rest).

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Where are you located? If you are in sv, there are quite a few folks who deal with this kinda stuff on a daily basis. I would definitely take help from them. Even if the acq is small amount, most of them do help you verbally on a good faith basis for repeated business from you.

Have you received the LOI yet? http://en.wikipedia.org/wiki/Letter_of_intent Good luck.

If you have specific names of advisors who have dealt with this particular problem, please share them!

The usual suspects (highly regarded startup attorneys, startup CPAs) have been helpful in analyzing the situation but I haven't found any who has experience with the problem at hand, and I'd rather not be a pioneer here.

Yes, we've signed an LOI; the transaction is imminent.

I realize this won't be too helpful, but I just feel you are asking the wrong people. If you can't get an accountant to suggest a proper course of actions.

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