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
Selling an auto dealership in New Jersey just got more expensive — and more complicated. As of July 10, 2025, changes to New Jersey’s so-called “Mansion Tax” have shifted the burden of this transfer tax onto the seller. A...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
Intellectual property (“IP”) is typically monetized either by sale or (royalty generating) license agreements. The Code often allows sales to be taxed at preferential capital gains rates while simple royalties are ordinary...more
As buyers and sellers engage in negotiations for the sale of a business, often there may be disagreements as to the value and expected growth of that business. One party might currently value the business higher than the...more
On August 4, 2023, the IRS published proposed regulations that, if finalized, would identify monetized installment sale transactions as a listed transaction. Sellers, intermediaries and other involved parties would be...more
“It’s My Business”- The owner of a closely held business will often find it difficult to distinguish the business from their own person. That is certainly true for a sole proprietorship. In many cases, unfortunately, the...more
The Delaware Court of Chancery in Online HealthNow, Inc., et al. v. CIP OCL Investments, LLC, et al., C.A. No. 2020-0654-JRS (Del. Ch. August 12, 2021) extended a recent line of cases declining to enforce seller-friendly...more
We looked at 28 deals across Asia that were signed or closed pre-COVID in which the buyer or a group of affiliated buyers acquired all or a significant majority of the outstanding equity of the target, examined the common key...more
Don't rest on your laurels because the closing ink has dried! In this final episode of the series on state and local tax issues in M&A, Matt Hunsaker addresses some of the issues that arise after closing and how to prepare...more
Gone are the days when you could blow off state and local taxes in transactions! Erica Svboda and Ryan Gorsche - M&A lawyers in BakerHostetler's M&A Team join Matt Hunsaker in the virtual studio to provide background on how...more
The Taxpayers Bill of Rights (TABOR) is enshrined in Colorado’s Constitution (Art. X, Sec. 20) as the Nation’s strictest tax and spending limitation. TABOR is the proverbial “elephant in the room,” arousing strong passions...more
U.S.-based life sciences companies considering transactions in Europe may easily become overwhelmed with the complexity of Europe’s various jurisdictions. In this series, members of our European Life Sciences Transactions...more
In business purchase agreements, including agreements between family members, the seller often retains pre-sale liabilities, such as tax liabilities, while the buyer assumes post-closing liabilities related to the business’...more