Selling Your Med Spa Practice – Key Steps To Attract a Buyer and Get the Best Price
FCA Implications for M&A Transactions
What You Need To Know About Representation and Warranty Insurance
Growth by Acquisition Important Considerations for Government Contractors, Part 2 of 2
The Exit: Everything You Need to Know but Didn’t Know to Ask about Startup Acquisitions
Podcast: Buy-Sell Market - Factors to Consider in Transactions of Automotive Dealerships
Jeremy Levy on Recent RWI Challenges and Near-term Outlook
Five Steps a Healthcare Banker Recommends When Acquiring a Medical or Dental Practice
Selling Your Government Contract Business: Plan Today for a Stronger Tomorrow, Part 1 of 2
Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
Opportunities and Optimism: M&A Deal Trends — A Recap Discussion Around ACG Atlanta M&A South Panel
Legal Steps For Dentists to Follow When Buying or Selling a Practice
Top 20 Negotiation Tips: #8 and #9
Quality Of Earnings: Making The Most Of M&A Transactions
How Private Equity Firms Structure Health Care Mergers and Tax Implications
Reps & Warranties Insurance: Sealing The Deal
Strategic Growth Paths of Top Small Business Government Contractors
How to prepare for a merger and acquisition in logistics and transportation
Exit Strategies for GOVCONs with Set Aside Contracts: 2021 Insights and Lessons Learned from Business Owners and Advisors
Mergers and Acquisitions in Healthcare: Getting Your House in Order
The High Court has ruled that earn-out calculations, emailed by the buyer to the sellers in relation to a share sale, were not validly communicated. Earnout calculations and notice provisions - Under an earnout provision...more
Internal Revenue Code (IRC) Section 1202 offers a significant tax incentive for investors in qualified small business stock (QSBS). This provision allows eligible shareholders to exclude up to 100% of capital gains realized...more
Privately held businesses are rarely bought or sold “as is.” Buyers of most businesses usually expect the sellers to make a comprehensive set of “representations” or “reps.” In other words, statements about the business that...more
In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more
Selling a business often becomes a second full-time job. For first-time sellers, the process can be overwhelming. Often, sellers are perplexed by the volume of document requests and the endless follow up inquiries from...more
In a lengthy and complex effort, the U.S. Small Business Administration (SBA) issued a final rule on December 17, 2024, that amended many requirements related to small business contracting. As with most rules, there are some...more
In recent months, the Delaware Court of Chancery has decided four significant cases regarding merger agreement earnout provisions. Most notably, in one of the largest judgments ever awarded by the Court, it found Johnson &...more
In M&A and private equity transactions, buyers and sellers are consistently looking for ways to maximize value, which requires a critical focus on structuring the transaction in a tax-efficient manner. This pursuit of tax...more
Personal goodwill refers to the reputation, relationships, and other intangible assets directly attributable to an individual professional rather than the business entity itself. It is especially relevant for professional...more
In structuring a transaction, parties consider a variety of forms of business combination depending on the specifics of the buyer’s goals, the target’s business, transferability of the target’s assets, and various tax...more
What is a spurned seller’s recourse when a buyer walks away from a deal in breach of the purchase agreement? In private M&A, the answer is reasonably straightforward: sue the buyer to close the deal or to recover damages. In...more
You’ve just received a term sheet for your Series A financing, and it mentions a “drag-along.” What does this mean, and should you be concerned about it?...more
In Bhatnagar v. Cresco Labs Inc., 2023 ONCA 401, the Ontario Court of Appeal elaborated on the Supreme Court’s decision in C.M. Callow Inc. v. Zollinger, 2020 SCC 45 (“Callow”) and clarified that a breach of the contractual...more
The iconic management theorist Peter Drucker made famous the notion that “culture eats strategy for breakfast.” In other words, the culture of your company is correlated more closely to your company’s ultimate value and...more
On August 16, 2022, President Joe Biden signed into law the Inflation Reduction Act of 2022 (the “Act”). Among other things, the Act has notable consequences for the renewable energy industry, including restoring the...more
Once upon a time, long, long ago, the Queen of Hearts would proclaim in a fanciful way: “Off with their heads!” at the slightest sign of difficulty with her subjects in Wonderland. Over one-and-a-half centuries after...more
In this session, Stephanie McCann, Partner and Co-Head of McDermott’s Finance Practice Group, and Frank Steinherr, Partner and Co-Head of McDermott’s Private Equity Practice Group, hosted a discussion that explored strategies...more
A private M&A purchase agreement customarily includes extensive representations and warranties and indemnification provisions. Post-closing, if the buyer alleges a breach of those provisions claiming significant damages, and...more
Williams: Court of Chancery Finds Poison Pill Unenforceable - In February, the Delaware Court of Chancery held that a shareholder rights plan (a "poison pill") adopted by The Williams Companies, Inc. at the onset of the...more
Opportunities to acquire distressed or insolvent businesses look set to accelerate later this year. What should buyers be thinking about? One of the surprising features of the pandemic, given the damage it has caused to...more
On 8 October 2020 the UK Government published draft regulations which were intended to regulate and scrutinise pre-pack sales to connected parties. The regulations required that, in relation to a sale of all or substantially...more
Skadden partner Edward Micheletti, who heads the litigation practice of the firm’s Wilmington office, answers common Delaware law questions facing boards of directors during the COVID-19 crisis....more
Two years after the enactment of the Tax Cuts and Jobs Act (TCJA), the most significant tax reform enacted in a generation, taxpayers continue to encounter substantial uncertainty arising from interpretations of new statutory...more
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more
The global M&A market has remained strong from the end of 2017 into 2018. With stockholders pressuring larger companies to grow their revenues and the strong liquidity position of many companies, it is a sellers’ market. For...more