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
Restrictive covenants are unquestionably a significant deal consideration in M&A transactions. In the private equity context, a buyer is focused on restrictive covenants to protect its investment by binding the sellers and...more
Recent Indiana legislative sessions have limited the ability of health care entities to enter non-compete agreements with physicians, and the impact of that legislation is starting to be seen. By way of background, prior...more
As Halloween approaches, dental practice owners may not be thinking about ghosts and ghouls, but there’s something equally spine-chilling for many practitioners: dental practice transitions. Whether you’re looking to buy,...more
Here is what we cover in this issue of The Employment Law Reporter: •A New York trial court has ruled that the purchaser of a medical practice could not enforce a noncompete provision contained in the purchase agreement...more
Non-competition agreements and similar restrictive covenants form a bundle of rights and obligations that are hotly negotiated between buyers and sellers in every M&A transaction. These covenants often represent tradeoffs...more
The FTC’s Notice of Proposed Rulemaking of its Non-Compete Clause Rule, which would ban non-competes altogether if promulgated, opened 2023 with a bang. Whether it goes into effect, in what form, and whether the Rule will...more
Chancery Court Provides Additional Guidance on Disclosure Requirements for Corwin Analysis - One of the most significant decisions of the Delaware Chancery Court in the last 15 years was the court’s ruling in Corwin v....more
Business owners and transaction lawyers who view non-compete agreements as standard in connection with the sale of a business should be careful not to overreach in imposing restrictive covenants on sellers in purchase...more
Selling your company for a huge profit sounds enticing. What could be wrong with getting a huge up-front payment at capital gain rates in lieu of years of future sweat for an uncertain return and ordinary income treatment?...more
In January 2020, Judge John Tran of the Fairfax County Circuit Court in Virginia held unenforceable non-competition and non-solicitation provisions in a government contractor’s consulting agreements entered into with...more
What Happened - • DTE and Enbridge’s natural gas pipeline joint venture, Nexus, agreed to purchase the Generation Pipeline (Generation). •Generation was owned by a group of sellers including North Coast Gas Transmission...more
Non-compete clauses are commonly included in M&A agreements. Although generally recognized as lawful, non-competes must fulfill certain requirements to comply with antitrust and competition laws. A recent FTC enforcement...more
Two years ago, we wrote about a noncompete decision in which a special referee found a business seller had breached a sales agreement by violating both a noncompete covenant and an exclusive sales provision contained in the...more
In 2016 we wrote about a non-compete decision where special referee found that a seller of a business had breached a sales agreement by violating both a non-compete covenant and an exclusive sales provision contained in the...more
South Carolina courts evaluate the enforceability of noncompete provisions executed in the employment context and in connection with the sale of businesses under the same reasonableness test. To be enforceable in South...more
Following a well-developed line of precedent, the Delaware Court of Chancery recently declined to grant equitable relief to a party seeking an injunction with respect to non-compete provisions because the requesting party had...more
In connection with the purchase of a family-owned business, the buyer may seek a non-compete agreement from the selling owners and certain family member employees. Such agreements are intended to protect the buyer from a...more
Last month, a Rhode Island trial court held that a hairdresser’s noncompetition agreement with the salon for which she had been working, which sold its assets to a successor salon, was not transferable to the successor...more
We regularly field questions from companies in the process of an asset purchase, asking whether they can obtain an assignment of the seller’s non-competition agreements with its employees. While this question has never been...more
A Texas Court of Appeals affirmed a summary judgment last month in favor of an ex-employee declaring that a noncompete clause in an asset purchase agreement and separate noncompete agreement did not bar him from competing...more
In determining the proper scope of the general release, the court analyzed both the express contract language and the parties' negotiations. Regarding the express contract language, the court found that the general release...more
When it comes to non-compete agreements, North Carolina is a “blue pencil” state. This is a legal term meaning that when faced with an agreement that is overbroad or unreasonable when applied to the particular circumstances...more
Once again we are reminded that covenants not to compete given in connection with the sale of a business are an entirely different species from the employment kind. Last week, in Oros & Busch Application Technologies, Inc. v....more