What is Reverse Vesting and What are the Tax Considerations?
FCA Implications for M&A Transactions
What You Need To Know About Representation and Warranty Insurance
Growth by Acquisition Important Considerations for Government Contractors, Part 2 of 2
The Exit: Everything You Need to Know but Didn’t Know to Ask about Startup Acquisitions
Podcast: Buy-Sell Market - Factors to Consider in Transactions of Automotive Dealerships
Jeremy Levy on Recent RWI Challenges and Near-term Outlook
Selling Your Government Contract Business: Plan Today for a Stronger Tomorrow, Part 1 of 2
Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
Opportunities and Optimism: M&A Deal Trends — A Recap Discussion Around ACG Atlanta M&A South Panel
Legal Steps For Dentists to Follow When Buying or Selling a Practice
Law Brief®: Mark Rosenberg and Richard Schoenstein Discuss Online Distribution Leakage
Top 20 Negotiation Tips: #8 and #9
Episode 15 | Hot! Hot! Hot! Don't get Burned by the Perils of Buying and Selling Residential Real Estate
Exit Worth Celebrating – It’s Never Too Early to Plan for Your Exit
How Private Equity Firms Structure Health Care Mergers and Tax Implications
Strategic Growth Paths of Top Small Business Government Contractors
How to prepare for a merger and acquisition in logistics and transportation
Exit Strategies for GOVCONs with Set Aside Contracts: 2021 Insights and Lessons Learned from Business Owners and Advisors
Mergers and Acquisitions in Healthcare: Getting Your House in Order
If you are selling a business or acquiring one, particularly in the middle market or large-cap space, you will likely hear the term representation and warranties insurance (RWI). It is a common tool in mergers and...more
On July 31, 2025, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted partial judgment on the pleadings on a breach of contract counterclaim asserted by defendant, the former majority owner of two...more
Receiving a Letter of Intent or Indication of Interest (LOI) from a prospective buyer often brings a sense of excitement and validation for a business owner because it signals that all the hard work, sacrifices, and...more
Successful business owners know one tried-and-true method to grow and scale is through acquisition. In today’s competitive and complex marketplace, the competition is fierce for businesses with a proven track record and the...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER SPANISH LAW - I. PROCEDURE OF A REAL ESTATE TRANSACTION - 1. Brokers - A. In Spain, both parties are free to hire a Broker to conduct the conveyance process of real estate...more
Periodically, particularly during economic downturns or times of market uncertainty, the private M&A market experiences a significant increase in the use of earnouts. As was the case following the Great Recession and the...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER ROMANIAN LAW - I. Types of Real Property Transactions - A. Purchase of an undeveloped plot of land (agricultural); B. Purchase of brownfield renewable power...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER ARGENTINIAN LAW - I. INTRODUCTION. Below you will find a brief outline of the legal regulation of the acquisition of real estate property in Argentina, which is mainly...more
Listen as Eric Wall and Mark Seneca break down: The re-vesting timeframe The tax treatment of compensation versus deal consideration Tax law supporting favorable tax treatment for sellers...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
Representations and warranties insurance (RWI) has become an increasingly common feature in mergers and acquisitions (M&A) transactions, serving as a risk management tool for both buyers and sellers. RWI facilitates...more
Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and...more
When a business is sold, the most important overall aspect of negotiations between a cautious buyer and determined seller may be due to the agreed-upon purchase price for the business. However, when the buyer is purchasing...more
In merger and acquisition (M&A) transactions, the earn-out mechanism serves as a strategic tool for conditional payment based on the prospective performance of the acquired entity. This mechanism is particularly prevalent in...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER SPANISH LAW - I. Procedure of a real estate transaction - 1. Formal procedure of a real estate transaction in Spain starting from the signing of the purchase agreement...more
The U.S. is coming off of two years of historically low interest rates and a tremendous amount of liquidity, factors that created a very strong sellers’ market in 2021 and 2022.This year, while there is still a lot of dry...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER ROMANIAN LAW - I. Types of Real Property Transactions - A. Purchase of an undeveloped plot of land (agricultural); B. Purchase of brownfield renewable power generation...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
Key Facts of Real Estate Acquisitions Under Argentinian Law - I. INTRODUCTION. Below you will find a brief outline of the legal regulation of the acquisition of real estate property in Argentina, which is mainly...more
Acquisition agreements in M&A transactions frequently include provision for payment to be made at closing based on estimates of certain financial metrics that are later subject to a purchase price adjustment based on a final...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
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER ARGENTINIAN LAW - Below you will find a brief outline of the legal regulation of the acquisition of real estate property in Argentina, which is mainly governed by the Argentine...more
\This December, the Delaware Supreme Court penned two decisions that shined the spotlight on purchase agreement provisions that are often afterthoughts in negotiations. In Golden Rule Financial Corporation v. Shareholder...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER ARGENTINIAN LAW - I. INTRODUCTION. Below you will find a brief outline of the legal regulation of the acquisition of real estate property in Argentina, which is mainly governed...more