M&As – Novation and Recertification
The best — and sometimes only — option for a financially troubled company to avoid a piecemeal liquidation may be to seek an acquirer for itself or its assets. While a distressed company may prefer an out-of-court sale...more
Question: I am selling my practice and plan to become employed by the buyer for a year following the closing. I expect that I will have to agree to a covenant not to compete. This article originally appeared in the August...more
The conventional path to a fair value appraisal proceeding under Section 623 of the Business Corporation Law (the “BCL”) involves deliberate invocation of the statute by the business entity, the dissenting owner, or both....more
In a recently released, nonprecedential decision, the California Office of Tax Appeals (“OTA”) upheld a sales tax assessment of nearly $1 million against an owner/operator of dental practices, finding that the sale of the...more
Ripple’s tied Linqto makes a settlement offer in today’s bankruptcy hearing | Cryptopolitan - The bankrupt company announced on Tuesday that a proposed $60 million debtor-in-possession loan—for which customer-owned shares...more
The first half of 2025 brought a subtle but notable shift in M&A momentum. While the market has not returned to pre-pandemic fervor (few, if any, suspected that likely), we are seeing some hopeful signs. Strategic buyers are...more
If your medical practice is considering joining a larger group or hospital, it’s important to ask: what if the new relationship doesn’t work out? In some situations, an unwind agreement can provide a path back to...more
Years after an insolvency proceeding is closed, can a solvent co-lessee/working interest participant (WIP) still be on the hook for their former partner’s share of unpaid Crown royalties? A recent Alberta Court of Appeal...more
In a significant decision from the Commercial Division of the Supreme Court of Bermuda, Justice Shade Subair Williams has provided important clarification on the standards applicable when courts are asked to sanction...more
Following years of explosive growth and regulatory change, the cannabis industry is at a turning point. Initial enthusiasm has fallen to harsh realities, and many cannabis businesses must address mounting financial pressure,...more
On Thursday, May 29 at 12:00 PM, Benjamin Malerba and Sean Simensky will present the webinar, “Practice Transitions for the Practicing Dentist.” This lecture is designed to inform dentists of some of the legal and...more
Throwing the baby out with the bath water is a pithy expression that suggests exercising caution when business partners in private companies are seeking to achieve a business divorce. The majority owner and the departing...more
On February 12, 2025, the US District Court for the District of Delaware issued a significant ruling in the case of HE, Inc. v. Avadim Holdings Inc. and Relion Holdings LLC. This decision arose from the Chapter 11 bankruptcy...more
What risks are associated with a lack of due diligence during a business acquisition, asset purchase, stock purchase, or merger? How can due diligence make or break the success of any mergers and acquisitions transaction? ...more
On September 9, 2024, Big Lots, Inc. filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court in Delaware. At the time, Big Lots had entered into an asset purchase agreement with an affiliate of...more
The latest dispute in the asset deal between Spacebridge Inc. and Baylin Technologies Inc. is a stark warning to anyone delivering a notice of indemnification claim against funds held in escrow....more
When a New York waste operator took over a waste hauling and recycling contract for Westchester County last year, the successful acquisition of a multimillion-dollar business opportunity turned into a pension liability...more
Appellate court ruling widens scope of NY fee-splitting law to include earnouts - The decision overturned a lower court ruling relating to the sale of part of a dental practice in 2015. The plaintiff agreed to sell...more
The due diligence of an asset purchase is quite often given less priority and attention than it should (read: must) warrant. An asset purchase transaction is often quite complex financially and legally. The buyer agrees to...more
The Supreme Court confirmed in Centrica Overseas Holdings Ltd v HMRC that the tests for trading and management expenses of a capital nature are the same. The decision also confirms that once a company has decided in principle...more
A pivotal decision by a New York Appellate Division court holding that earnouts based on the future revenue of a dental practice violated the NY Fee Splitting Prohibition could substantially impact the structuring of health...more
The classification of a transaction as either a business combination or an asset acquisition for financial reporting purposes has recently received greater attention. The differences between the two types of transactions can...more
Deal structure matters, particularly in bankruptcy. The Third Circuit recently ruled that a creditor’s right to future royalty payments in a non-executory contract could be discharged in the counterparty-debtor’s bankruptcy....more
This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing...more
On June 5, 2024, a federal court in the Western District of North Carolina declined to issue a preliminary injunction blocking the sale of two hospitals in Charlotte, North Carolina, finding that the proposed sale is not...more