(Podcast) The Briefing: Who Owns What – Understanding Copyright in Collaborative Projects
OK at Work: Navigating Customer Terms and Usage
7 Key Takeaways | Ethics in Construction Contract Negotiations and Claims
What Does "Cash Free / Debt Free" Mean?
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What's the Timeline for a Sale Process?
The Labor Law Insider - Collective Bargaining: Ins and Outs, Nuts and Bolts, Part I
Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?
The SaaS Tacks – The Ins and Outs of Negotiating SaaS Contracts
DE Under 3: FAR Council Issued Final Rule Requiring Unionized Workforces on Large Federal Construction Projects
Termination for Convenience How to Prepare Your Settlement Proposal
Additional Compensation from the Government: A Brief Comparison of REAs and Claims
Sign on the Dotted Line: Negotiating an Effective Employment Agreement
Insurance Renewals: Know When to Hold ‘ Em, Know When to Walk Away
Healthcare Employment Contracts: Important Considerations Before Signing on the Dotted Line
Legal Steps For Dentists to Follow When Buying or Selling a Practice
Top 20 Negotiation Tips: #8 and #9
Beyond Regulations: Hospice Business Contracts and Contract Disputes
Top 20 Negotiation Tips: 6 and 7
Strategic Restructuring for the Future - Think Before You Sign: Five Key Insights for VBID and Managed Care Contracts
Selling a business is a rigorous, time-intensive, emotional, and costly process. Business sellers are often navigating this process for the first, and only, time. This guide is designed to help ready sellers with the sale...more
Negotiating and signing a Letter of Intent (LOI) is a key inflection point in the process of selling your business. Buyers and sellers both want the LOI to ensure a base level of understanding on certain key terms such as...more
In the complex world of business transactions, particularly mergers and acquisitions (M&A), purchase price adjustments are a critical concept that help ensure fairness and accuracy in the final transaction price. Purchase...more
Get up to speed with Ramy Shweiky and Mark Seneca on: Negotiable terms when establishing a purchase price How your purchase price is adjusted at closing Examples of debt-like items...more
Join Justin Yi and Mark Seneca to learn about the essential elements: Defining the deal structure and purchase price Setting indemnification terms Managing exclusivity periods to maximize your leverage...more
Mark Seneca and Justin Yi outline the timeframe for a typical sale, and the key work streams involved. Learn about: A basic framework from the time that you sign an LOI Key milestones from LOI to closing External...more
If you’re a government contractor in the manufacturing industry looking to buy or sell your business, there are specific concerns you should be aware of to protect your interests. This webinar will guide you through legal and...more
The M&A market has witnessed a major increase in the use of earnout deal terms after 2021. The number of deals with earnout provisions jumped from around 20% in 2021 to 33% in 2023....more
Have you received an offer to buy your company? Congratulations! But there is work ahead. The first step is to understand the specific deal structure, be it an asset sale, equity sale or merger. The owners should also work...more
It’s nice to get paid. Giving up control of your business? Well… that’s a different story. On closing the sale of a business, owners realize a dramatic financial return on their investment. However, few buyers are willing to...more
Representations and warranties play a crucial role in business transactions and are commonly used in merger and acquisition agreements to allocate risk between sellers and buyers. Accurate representations and reliable...more
Selling a business in any environment can be challenging when planning is not addressed early in the M&A process. The challenges are heightened in the current environment where buyers are looking at multiple potential deals...more
In our previous article, we detailed the role and importance of the letter of intent (LOI) in establishing a framework for selling a dental practice. Now we will discuss the next step in the transaction – performing due...more
Earnout provisions can be an effective tool for addressing the potential disconnect between a seller’s expectations and a buyer’s ability to pay when negotiating a business combination transaction. Earnout provisions, or...more
What are the legal and business steps to follow when buying or selling a dental practice? What are the important items to address to avoid missteps? Host Ericka Adler, Roetzel Health Law Practice Group leader is joined by...more
In this episode of “The Entrepreneur Advisor,” Steven Malitz continues his Top 20 Countdown of the best negotiation tips for businesses, with tips 8 and 9: “Get the other side to invest time” and “Select the negotiation...more
There is a significant likelihood that M&A transactions in the next year may involve PPP loans. Here are several deal components that should be considered in light of PPP....more
Join Partners Anne Domozick and Forbes Thompson to gain insights on the lessons learned when negotiating deals in special situations, and the solutions you can invoke should you find yourself in the same boat. Anne and Forbes...more
There is perhaps no more consistently vexing problem for transactional attorneys on opposite sides than figuring out a fair contractual resolution for “sandbagging” issues....more
When a private equity (PE) firm buys the controlling interest in a private business, the purchase often includes an earn-out provision which calls for the owner to remain active in the business for some period of time. The...more
Conditioned Agreements to Negotiate (CAN) - When acquiring or selling small businesses, government contractors need to be cognizant of the Small Business Administration’s (SBA) “present effect rule.” Under this rule, SBA...more
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller return to discuss the nuts and bolts on a management buyout. As part of their discussion they highlight the different types of...more
On December 9, 2016, the Vermont Supreme Court issued a decision in an important business law case involving the question of when negotiations on the sale of a business (or other contract) reach the point where a binding...more
Yes. In almost all circumstances, the buyer (whether a strategic buyer or a financial buyer) will have more financial resources and will be more experienced in buying and selling businesses. Retaining an experienced and...more
As a founder, you need to be scrappy, take care of that bottom-line. We get that, we’re all for a DIY approach when it makes sense (psst we even help you do that through our very free document generator). ...more