News & Analysis as of

Acquisitions Change of Ownership

Tucker Arensberg, P.C.

Tax Shock: Restaurant Sale Sparks Buyer’s Liability Without Bulk Sale Certificate

Tucker Arensberg, P.C. on

In HUF Rest., Inc. v. Commonwealth, No. 394, 2024 Pa. Commw. LEXIS 105, at *1 (Pa. Commw. Ct. Apr. 24, 2024) the Commonwealth Court ruled that a buyer’s failure to obtain a bulk sale certificate made it liable for the...more

Arnall Golden Gregory LLP

UPDATE: CMS Finalizes Hospice 36-Month Rule

The Centers for Medicare & Medicaid Services (“CMS”) has finalized 2024 home health rules to include application of the home health “36-month rule” to hospice providers. The revised rule will forbid any change in majority...more

Saiber LLC

Revisions to SBA Loan Rules Will Permit 7(a) SBA Loan Proceeds to be Used to Purchase Partial Changes in Business Ownership

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The Small Business Administration (SBA) is proposing revisions to its current lending rules with the potential to both expand access to business ownership for individuals and provide more flexible succession planning options...more

Goodwin

Buying a UK Crypto Business: The New Regulatory Hurdles

Goodwin on

​​​​​​​The advance of the regulation of crypto-assets and crypto-related service providers has been piecemeal in the U.K. The latest round of changes took place in the Money Laundering Regulations 2017 (MLR) on 1 September...more

Barnea Jaffa Lande & Co.

A Share Deal or An Asset Deal in Israeli Mergers & Acquisitions?

You have identified an Israeli target company to purchase. Now the question is – how to structure the acquisition? There are two traditional routes in Israeli private M&A transactions. The first is to purchase the shares of...more

Sheppard Mullin Richter & Hampton LLP

Practical Considerations for Reviewing Entertainment Agreements in M&A Transactions

With content distribution methods evolving rapidly, major players within the entertainment industry are looking to mergers and acquisitions (M&A) as a means to strengthen their position and maintain market share. Industry...more

Farella Braun + Martel LLP

M&A Deals and PPP Loans: Unexpected Parties in Your Deal

The Payroll Protection Program has been a lifesaver to many businesses this year, but its quick roll out, and many generous features (including potential forgiveness) could tempt a borrower to treat the PPP as something less...more

Parker Poe Adams & Bernstein LLP

SBA Releases Long-Awaited Guidance on M&A Rules for Paycheck Protection Program Borrowers

The Small Business Administration (SBA) recently released a procedural notice concerning when a borrower of a Paycheck Protection Program (PPP) loan may forgo SBA approval in connection with a merger or acquisition. The...more

BCLP

PPP & Asset Sales: Is the Buyer Required to Assume the PPP Note?

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No. On October 2, the Small Business Administration published a procedural notice on changes of ownership for PPP borrowers. One specific area where we’ve seen confusion is whether the procedural notice requires a Buyer to...more

Hinshaw & Culbertson LLP

SBA Provides Guidance on Rules for M&A Transactions Involving PPP Loans

In a previous client alert, we had advised you of issues facing a purchaser of a business which had received a Paycheck Protection Plan (PPP) loan. PPP loans are Small Business Administration (SBA) Section 7(a) loans....more

Partridge Snow & Hahn LLP

SBA Issues Guidance on Treatment of PPP Loans in Mergers and Acquisitions

On October 2, 2020, the SBA issued guidance under a procedural notice (the “Notice”) providing information concerning the required procedures for changes of ownership of an entity that has received a Payroll Protection...more

Hinshaw & Culbertson LLP

PPP Loans and M&A Transactions: Considerations for Lenders and Buyers

Paycheck Protection Plan (PPP) loans are Small Business Administration (SBA) Section 7(a) loans. Consequently, they are subject to the same regulatory guidelines that generally apply to Section 7(a) loans....more

Locke Lord LLP

BIG Haircut –Treasury Department Proposes to limit the use of NOLs on Certain Corporate Mergers and Acquisitions via 382 Built-in...

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On September 9, 2019, the U.S. Department of the Treasury issued proposed regulations that would limit the ability of certain corporations to utilize prior year losses, potentially increasing the tax burden of such...more

Fenwick & West LLP

Proposed Section 382 Regulations Raise International Tax Issues for Post-Acquisition Restructuring

Fenwick & West LLP on

The new regulations proposed in September under Section 382(h) regarding built-in-gain raise several international tax issues that companies planning for post-acquisition integration of loss corporations should be aware of....more

Proskauer - Tax Talks

Proposed Regulations on Built-in Gains and Losses under Section 382(h)

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On September 10, 2019, the Internal Revenue Service (“IRS”) and the U.S. Department of the Treasury (the “Treasury”) issued proposed regulations (the “Proposed Regulations”) on calculation of built-in gains and losses under...more

A&O Shearman

Proposed Section 382 Regulations Would Eliminate Section 338 Approach of Notice 2003-65

A&O Shearman on

On September 9, 2019, the Treasury Department (“Treasury”) and the Internal Revenue Service (the IRS) issued proposed section 382 regulations (REG-125710-18) (the “Proposed Regulations”) reversing certain previously...more

Wilson Sonsini Goodrich & Rosati

IRS Proposes Regulations That Would Limit Utilization of NOLs After Acquisitions and Other Ownership Changes

On September 9, 2019, the U.S. Treasury Department (Treasury) and the Internal Revenue Service (IRS) issued proposed regulations (the Proposed Regulations) that, if finalized, would significantly change the way corporations...more

Jones Day

Favorable Net Operating Loss Utilization Rules Could be Eliminated

Jones Day on

Proposed regulations, if adopted, would impose substantial restrictions in many cases on a corporation's use of existing net operating losses and similar tax attributes after a substantial change in ownership. On September...more

King & Spalding

Design, Designation and Regulatory: Structuring Considerations and Regulatory Due Diligence in EU Food and Beverage Transactions

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When structuring and assessing transactions in the food and beverage sector in a European context, a purchaser must consider and evaluate several EU-specific requirements in order to ensure a successful transaction with...more

BCLP

Preserving Deferred Tax Assets in a Capital Raise

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Hosts Jonathan Hightower and Rob Klingler discuss recent capital raises and techniques used to preserve deferred tax assets....more

Arnall Golden Gregory LLP

Massachusetts Proposes New Rules for Nursing Home Sales and Closures

Massachusetts regulators recently announced new rules that, if adopted, will change the requirements for nursing home sales and closures in the state. The proposed new rules require nursing home owners intending to sell a...more

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