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It hasn’t taken long for the business world to start unpacking the implications of the newly passed One Big Beautiful Bill Act (OBBBA). While media coverage has mostly centered on its impact on individual taxpayers and the...more
Corporate lawyers and estate planning lawyers both play key, but different, roles in the success of business clients. Corporate attorneys typically help businesses choose the proper legal structure, navigate the complexities...more
With an observable increase in the use of earnout and contingent consideration structures in M&A, it is timely to consider the related tax complexity. In brief Our recent Private M&A Report highlights a rise in the use of...more
Buying or selling a business is an exciting experience, and potentially lucrative opportunity for all parties. Most often, during the letter of intent / early negotiations phase, a “deal” is struck based primarily on economic...more
Internal Revenue Code (IRC) Section 1202 offers a significant tax incentive for investors in qualified small business stock (QSBS). This provision allows eligible shareholders to exclude up to 100% of capital gains realized...more
If a private equity buyer is exploring an acquisition of the company you manage, and you anticipate remaining involved in the business after the sale, there are a number of options that may be appealing to you. It is likely...more
Stamp Duty Land Tax Changes from April 2025: What Buyers Need to Know - From 1st April 2025, significant changes to Stamp Duty Land Tax (SDLT) will take effect, impacting buyers across England and Wales. These adjustments...more
This article is the first in a series on common issues of critical importance to sellers in private company M&A- An equity roll is an agreement between a Buyer and a Seller in an M&A deal where the Seller (typically a...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
A potential business sale transaction can be an exciting time for a business owner. The sale represents pay-off for all the hard work over years or even decades. However, it’s seldom a simple process....more
Delaware Clarifies “Pro-Sandbagging” Stance by Mark Tarallo and Mary Moran In almost every M&A transaction, the parties spend some time discussing (if not heavily negotiating) the right of the buyer to bring claims against...more
Sales of health care practices to private equity firms remains a very popular option for physicians, dental and other professionals. In this Health Law Hotspot, Roetzel attorneys Ericka Adler and David Hochman are joined by...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
For many business owners, the intended exit strategy is to sell to a competitor or a larger company, thereby taking advantage of the upside on the value they have created through years of diligent and hard work building a...more
In Dodika Ltd & Ors v United Luck Group Holdings Limited, the High Court (HC) has accepted the sellers’ argument that a notice of a tax claim under a tax covenant served on them by the buyer was invalid because it did not...more
Do you often find yourself amid transactions that require a decision to sell a business to a private equity or other strategic buyer who are offering different consideration packages? Are you aware of the creative tax...more
For most family business owners, the old way of discount planning has become perishable. For many years, closely-held business owners routinely heard estate planners advise them to give or sometimes sell family members’...more