Essential Steps to Sell Your Business
Strategies for Business Resilience in Uncertain Times
Best Practices for Preparing Your Company for Exit
What is Reverse Vesting and What are the Tax Considerations?
What Does "Cash Free / Debt Free" Mean?
How is Purchase Price Established?
What's Important to Get Right in the Term Sheet?
Should You Engage a Financial Advisor?
What's the Timeline for a Sale Process?
Selling Your Med Spa Practice – Key Steps To Attract a Buyer and Get the Best Price
Preparing A Company For Sale - A Podcast with Janathan Allen
Building a Healthcare Practice and Preparing to Sell: Getting the Right Advice Can Make a Difference
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
Selling Your Government Contract Business: Plan Today for a Stronger Tomorrow, Part 1 of 2
Legal Steps For Dentists to Follow When Buying or Selling a Practice
Top 20 Negotiation Tips: #8 and #9
The Grass is Greener: The State of the Cannabis Industry - Where Do We Go from Here?
In 2024, Delaware courts issued multiple instructive decisions on earnout provisions in life sciences M&A transactions. ...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
Two recent Delaware Superior Court opinions are essential reading for M&A practitioners drafting language with respect to how disputes related to purchase price adjustments, earnouts, and other accounting-related...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
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
It’s nice to get paid. Giving up control of your business? Well… that’s a different story. On closing the sale of a business, owners realize a dramatic financial return on their investment. However, few buyers are willing to...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
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
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
In 4-Way Electric Services, LLC v. Huntcole, LLC, __ So.3d __, 2023 WL 4114332 (Miss. June 22, 2023), the Mississippi Supreme Court considered a dispute between the sellers and buyer of a business that refurbishes electric...more
The Massachusetts Supreme Judicial Court granted summary judgment in favor of the seller of a janitorial service franchise based on claims by the buyers that the COVID-19 pandemic excused their obligation to pay the seller...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
Market Trends: What You Need to Know - One of the most pronounced practice-related trends in private company merger and acquisition transactions is the near-disappearance of target legal opinions as a closing deliverable. ...more
A More Cautious Approach- Compared to the torrid pace of M&A transactions last year, the current year seems rather pedestrian. That is not to say businesses are not being sold; they are....more
When selling a company through a competitive auction process, a seller may have multiple bidders seeking to purchase the target company. Having multiple bidders compete to purchase the target company can be advantageous to...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
There is a significant likelihood that M&A transactions in the next year may involve PPP loans. Here are several deal components that should be considered in light of PPP....more
What’s the Purchase Price? If you advise me that you are selling your business for $32,000,000 and that $5,000,000 of the $32,000,000 will be paid through an earnout, my response to you is that you are selling your...more
• The most common post-sale dispute involves determining the working capital of the sold business. • In planning for the sale, the parties should agree on what is a normal working capital amount, as well as the elements of...more
You have prepared your business for sale and have determined an enterprise value with which you are comfortable. Perhaps you have already found a buyer and signed a letter of intent, or at least agreed in principle on the...more
...The sale process doesn’t happen overnight, and there are many things before the sale that can greatly impact the sale. However, positioning your business in the best possible ways for sale has a wide range of meaning....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
The Delaware Chancery Court issued a recent opinion that provides a warning for parties to contracts: strictly follow the notice instructions set forth in the agreement or otherwise jeopardize contractual rights under the...more
You’re a business owner and have spent years nurturing and growing your business into a valuable asset, and now you have decided it’s finally time to monetize that asset and sell your business. You go about the process of...more
In a much-anticipated decision, on June 27, 2017, the Supreme Court of Delaware reversed the Chancery Court's ruling in Chicago Bridge v. Westinghouse. The Delaware Supreme Court determined that an independent auditor...more