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
On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act added a new Section 83(i) to the Internal Revenue Code of 1986, as amended (the "Code"), pursuant to which certain employees of eligible...more
The Predicament - One challenge encountered in M&A deals is how to bind all shareholders of the target company to all deal terms. For private companies with few shareholders, this is not much of a challenge. However,...more