How the 2026 Tariff Ruling Could Affect Your Business Sale

On February 20, 2026, the U.S. Supreme Court issued a ruling that sent ripples through the business world — and if you are a business owner considering a sale, those ripples may reach your deal table sooner than you think.

The Court's decision in the Learning Resources case invalidated tariffs imposed under the International Emergency Economic Powers Act (IEEPA), potentially triggering more than $170 billion in refunds to businesses that paid those duties. That is a staggering number. But for business owners in the middle of — or preparing for — a transaction, the real question is not about the macro number. It is about a very specific one: who gets the refund money when a business changes hands?

A New Deal Point Nobody Saw Coming

In the M&A world, we plan for a lot of contingencies. Working capital adjustments. Earnout structures. Indemnification provisions. Tax allocations. But tariff refund rights? That is a new one — and it has caught many advisors and business owners off guard.

Here is the issue in plain terms. If your business imported goods and paid IEEPA tariffs over the past several years, you may be entitled to a refund. But if you sell your business before that refund is processed, the question becomes: does the refund belong to you as the seller, or to the buyer who now owns the entity that paid the tariffs?

Standard tax provisions in most acquisition agreements were not written with this scenario in mind. The typical "tax refund" language in a purchase agreement may or may not cover tariff recoveries, depending on how the agreement defines "taxes" and how the refund is characterized. That ambiguity is a recipe for post-closing disputes — the kind that can sour relationships and consume legal fees long after the champagne has been opened.

What Business Owners Need to Do Now

If you are a business owner who imports goods — whether raw materials, components, or finished products — and you are considering a sale in the next 12 to 24 months, this ruling demands your attention. Here is what we recommend:

Quantify your potential refund exposure. Work with your accountant or trade counsel to determine how much your business paid in IEEPA tariffs. That number is not just a line item — it is a potential asset (or liability) that needs to be accounted for in any transaction.

Address tariff refund rights explicitly in your deal documents. Do not assume that standard tax provisions will cover this. Your purchase agreement should specifically address: who is entitled to the refund proceeds, who controls the claims process, what level of effort is required to pursue the refund, how long the obligation to cooperate lasts, and how costs are shared between buyer and seller.

Consider the timing of your sale. If your potential refund is significant, the timing of your exit relative to the refund process could materially affect your net proceeds. Selling before the refund is received may mean leaving money on the table — unless you negotiate appropriate protections. Waiting too long, on the other hand, introduces its own risks as the refund process and regulatory landscape continue to evolve.

Factor this into your valuation discussions. A pending tariff refund is, in essence, a contingent asset. How it is treated in the valuation — whether it is included in enterprise value, carved out as a separate line item, or addressed through an adjustment mechanism — can meaningfully affect the economics of your deal.

The Bigger Picture for Middle Market Owners

This ruling is a reminder of something we tell our clients regularly: the regulatory environment is always shifting, and the details matter. A business sale is not just about finding a buyer and agreeing on a price. It is about anticipating the issues that can derail a deal or erode value after closing.

For middle market business owners in Tampa Bay and across Florida, the tariff ruling adds one more item to the due diligence checklist. But it also underscores a broader truth: the earlier you engage experienced advisors, the better positioned you are to navigate surprises like this one.

At Bluefin Capital Advisors, we stay on top of regulatory developments that affect our clients' transactions. Whether it is tariff refund rights, changes in capital gains treatment, or shifts in buyer behavior, our job is to make sure you are never caught off guard at the deal table.

The landscape is complex. Your exit does not have to be. Reach out for a confidential conversation about how current market conditions — including the tariff ruling — might affect your business sale.