The Wayfair decision has wide ranging implications for businesses that sell in interstate commerce. In addition to affecting day-to-day business operations for many businesses, Wayfair also has the potential to impact every aspect of an M&A transaction, from the seller’s initial planning stages, to due diligence, and ultimately to the allocation of risk in transaction documents. This presentation provides an overview of the changes to the sales-tax regime brought about by Wayfair and a discussion of the steps buyers and sellers can take to identify, minimize, and allocate the potential risk of sales tax exposure in M&A transactions.