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.


Corporate Governance
What is an F-Reorganization?

If you have tried to sell or buy a business that is an S-corporation for tax purposes recently, you may have run into the newly popular structure called the “F-Reorganization.” But what on earth is an F-reorganization?  And why is it so popular? This blog post explains the structure.


M&A
Asset Allocation: Overlook at Your Peril

This blog post explains why the asset allocation matters, whether you are a buyer or a seller, and why this critical issue should not be an afterthought for the post-closing period.


M&A
Nothing Can Compete with Mergers and Acquisitions

This article explains the general features of non-compete and non-solicitation clauses in the context of mergers and acquisitions, including key items to consider for owners and companies alike.


M&A
Are you ready for an exit transaction? (Probably not.)

With exit deals potentially around every corner, most founders are not asking themselves (and probably should be), if the Company is ready for an exit transaction and the scrutiny that comes with it. This article explains the basic steps of a merger or acquisition transaction, so that you can better understand what to expect at exit.


M&A
Add-On Acquisitions in Lower Middle Market Private Equity

While the second quarter of 2020 continued a COVID-propelled downward trend in M&A deal activity, there was a sharp increase in the proportion of sponsor-backed “add-on” acquisitions relative to overall deal volume.