General Business
Corporate Transparency Act Q&A

We answer some FAQs about the Corporate Transparency Act, which requires most businesses to file a Beneficial Ownership Information report to report certain information regarding the business, its beneficial owners, and company applicants.


Corporate Governance
ESOP v. Stock Options: What’s the difference?

We often get clients asking for an ESOP Plan when they are actually thinking of a Stock Option Plan or Equity Incentive Plan. In this blog, we go over the difference between an Employee Stock Ownership Plan and Stock Options.


Corporate Governance
Equity & Equity-Like Plans for S-Corporations

This blog discusses which types of equity plans are, and are not, available for an LLC or corporation taxed as an s-corporation.


M&A
Indemnification in M&A Contracts Part V: Materiality Scrapes

Our fifth and final post regarding indemnification in M&A takes us on a journey through Materiality Scrapes.


M&A
Indemnification in M&A Contracts Part IV: Caps, Baskets, and Deductibles

Part IV in our series on indemnification focuses on caps, baskets, and deductibles.


M&A
Indemnification in M&A Contracts Part III: Time Period for Indemnification (aka. The Survival Periods)

Part III in our series on Indemnification in M&A takes us to Time Periods for Indemnification.


M&A
Indemnification in M&A Contracts Part II: Indemnification “Claims”

Part II of our series on Indemnification in M&A Contracts focuses on the wide scope of potential claims covered by indemnification.


M&A
Indemnification in Mergers and Acquisitions Contracts

Indemnification is one of the most important, but least understood, parts of an M&A transaction. In this blog series, we will be covering the different aspects of the Indemnification Section of the Purchase Agreement. Part 1 will discuss what indemnification is and the process for indemnification under the agreement.


M&A
When is a Stock Sale not a Stock Sale? When it’s a Section 338(h)(10) Sale

This blog discusses the differences between an acquisition structured as an Asset Sale versus one structured as a Stock Sale, as well as the Section 338(h)(10) election, which is used when the Buyer needs the transaction to qualify as a stock sale, but wants the advantages of asset sale tax treatment.


General Business
Mistakes that Take the Cake

Corporate attorneys tend to see recurring mistakes that businesses make, and the large impact they can have. This article summarizes four common errors we see at Vela Wood, in the hopes that you (the reader) can avoid them. State Annual […]