What is Reverse Vesting and What are the Tax Considerations?
What Does "Cash Free / Debt Free" Mean?
How is Purchase Price Established?
Five Steps a Healthcare Banker Recommends When Acquiring a Medical or Dental Practice
Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
Nota Bene Episode 117: The Critical Nature of Labor & Employment Diligence in Corporate Transactions with Kevin Cloutier and Shawn Fabian
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Buying or Selling a Business that Borrowed a PPP Loan
Do I need an attorney if I am buying or selling a business?
Purchase Agreements – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
On June 3, 2025, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted in part and denied in part respective cross-motions for summary judgment in a dispute between a Bitcoin mining company (the “Buyer”) and...more
The Michigan Department of Treasury recently issued updated guidance addressing successor liability in response to Mertz v. Dep’t of Treasury [Dkt. No. 365480 (June 13, 2024)], a recent case before the Michigan Court of...more
In our previous article, we described the due diligence process, including what a buyer would look for in your practice. Once due diligence is under way, the next step is the purchase agreement, which is usually prepared by...more
A business purchase agreement outlines the terms and conditions of the purchase and sale of a business (or its assets), including: •The exact nature and extent of what is being sold; •The responsibilities of the parties...more
Market Trends: What You Need to Know - As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Over the time period covered by the nine ABA studies (2005-2021), the...more
This is the fifth article in our series on selling the family business. For a refresher on how we got to this point, read our previous articles on letters of intent, marketing, and preliminary diligence....more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies - Inclusion of damage mitigation provisions in merger and acquisition...more
From regional to international $5-$100+ MM deals, our M&A team has extensive experience working with buyers, sellers, and investors on a wide variety of transactions in various industries including manufacturing, health care,...more
Market Trends: What You Need to Know - As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally published by Bloomberg Law....more
HBMA Holdings LLC v. LSF9 Stardust Holdings LLC, C.A. 12806-VCMR (December 8, 2017) - This decision illustrates the dangers of not following the limited contractual time to file a dispute and instead relying on an...more
Can a claim for equitable or common-law indemnification co-exist with a claim for express or contractual indemnification? In Live Invest, Inc. v. Morgan Justice Emerson says “no”, when the claim seeks to recover for the...more
The Arkansas Oil Marketers Association Environmental Workshop was held on August 30th in Little Rock. I undertook a presentation titled: Identifying and Addressing Environmental Issues in Petroleum Marketing...more
What Is An Indemnification Obligation? - In the simplest sense, indemnification obligations protect one party to a contract against claims that arise after a transaction that should be the other party's responsibility. ...more
This decision holds that a general obligation to indemnify another party to a contract applies only to claims filed by a third party and not to claims between the parties to the contract itself. Hence, if you want to cover...more
The sale of a business often takes several months and generates huge amounts of paperwork. The process culminates in a purchase agreement typically exceeding fifty single-spaced pages full of dense wording....more
I recently blogged about a Seventh Circuit Court of Appeals decision that tagged a buyer of the assets of a company contributing to a multiemployer plan with withdrawal liability that the seller had not paid. A recent Ninth...more
Representation and warranty insurance (R/W insurance) continues to gain momentum. As recently as two years ago, presenting a R/W insurance policy was a way to enhance the attractiveness of a bid in a competitive auction. ...more
Many agreements involving stock or asset purchases contain indemnification clauses – that is, clauses under which one party to the agreement promises to indemnify the other party in the event of future losses arising from the...more
Attorney Stephen Gulotta, Managing Member of Mintz Levin's New York office, discusses the key elements in a purchase agreement....more
Introduction: Allocation of antitrust risk is an issue that frequently arises between parties in mergers or acquisitions that raise potential antitrust concerns. • Motivations of the buyer and the seller are the...more