News & Analysis as of

Acquisitions Closely Held Businesses

DarrowEverett LLP

The Earnout Equation: Tax Tips for Both Buyers and Sellers

DarrowEverett LLP on

Earnouts are a form of contingent consideration that the buyer of a business pays to the seller in the period following the acquisition, based on the business achieving various financial metrics related to its performance...more

Hahn Loeser & Parks LLP

Growing Your Closely Held Business Through Acquisition: Making the Winning Bid

Successful business owners know one tried-and-true method to grow and scale is through acquisition. In today’s competitive and complex marketplace, the competition is fierce for businesses with a proven track record and the...more

DarrowEverett LLP

Adverse Possession in a Closely Held Company? ‘Stash’ This One Away

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Imagine for a moment that you’re a shareholder in a closely held corporation. In most jurisdictions, that status as a shareholder obligates you to a heightened fiduciary duty to your fellow shareholders. Now imagine that your...more

Rivkin Radler LLP

The Tax-Deferred Rollover – Some Considerations

Rivkin Radler LLP on

“I have wondered at times what the Ten Commandments would have looked like if Moses had run them through the U.S. Congress.” – Pres. Ronald Regan- That line probably describes the exasperation with which many Americans...more

Herbert Smith Freehills Kramer

Proposed Tax Law Amendments and Tax Increases May Impact Private Equity and M&A Deals

The House Ways and Means Committee recently released legislative proposals as part of the “Build Back Better” reconciliation legislation that the committee is currently developing (the Proposed Legislation). The Proposed...more

Ward and Smith, P.A.

So You've Been Watching (and Cringing at) HBO's "Succession"?

Ward and Smith, P.A. on

Let's discuss some less-dramatic exit options for business owners (when they want to step away). You may not run a global media conglomerate, but even closely held business owners (and perhaps especially closely held...more

Bradley Arant Boult Cummings LLP

Tennessee Diversifies Its Valuation-Method Portfolio for Closely Held Corporations

The Tennessee Supreme Court overruled three decades of precedent in Athlon Sports Communications, Inc. v. Duggan, giving trial courts broad discretion in the method used to determine the “fair value” of shares in “dissenters’...more

Harris Beach Murtha PLLC

Thinking of Selling? Start Early, Build Your Team

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As 2018 looks to be a favorable M&A environment, many business owners may come to the conclusion that it is time to sell the family business. While it is true that some businesses sell as a result of an offer that comes “out...more

Mintz

For closely held companies: Is there, or will there soon be, a significant lender in your life?

Mintz on

Ten considerations for closely held companies incurring debt in connection with minority investments by private equity sponsors, growth financing, or dividend recapitalizations....more

Skadden, Arps, Slate, Meagher & Flom LLP

"Recent Opinions Highlight Different Appraisal Valuation Methods Employed in Merger Transactions by Delaware Courts"

There is a general perception that statutory appraisal challenges have been on the rise over the past several years. The Delaware Court of Chancery has issued a number of opinions during that time that use the merger price...more

Jackson Walker

Acquisition Structure Decision Tree: Choice and Acquisition of Entities in Texas Course

Jackson Walker on

Buying or selling a closely held business, including the purchase of a division or a subsidiary, can be structured as (i) a statutory combination such as a statutory merger or share exchange, (ii) a negotiated purchase of...more

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