Corporate Sales Transactions

News & Analysis as of

Another Court Deals with Privileged Communications' Ownership after a Corporate Transaction

Most if not all courts recognize that selling a corporation's stock transfers ownership of the corporation's privileged communications. These can include even communications about the sale transaction. Great Hill Equity...more

Taxing the Earnout

Agreements for the sale of privately-held companies often call for part of the purchase price to be paid in the form of an earnout. The earnout provision requires the buyer to pay an additional amount in purchase price after...more

The Hidden Assassin: How This Contractual Provision Can Derail A Manufacturer’s Acquisition Plans

An”anti-assignment” clause can be the death knell of any deal involving the sale or purchase of a manufacturing company. You might ask: what is an anti-assignment clause?...more

La Loi Macron est entrée en vigueur: beaucoup de bruit pour pas grand-chose?

Cette loi apporte des ajustements mais pas de bouleversements dans plusieurs pans du droit social français. Après des mois de discussions ardues, la Loi pour la croissance, l'activité et l'égalité des chances économiques...more

California Statute Trumps Anti-Assignment Clauses in Liability Insurance Policies

In a unanimous decision that will have a serious impact on long-tail exposures, the California Supreme Court in Fluor Corp. v. Superior Court (Hartford Acc. & Indem.) has determined that policyholders may transfer liability...more

Purchaser of LLC Units May Enforce Non-Compete Without Employee Consent

As ubiquitous as limited liability company interests may be these days, litigants are still arguing over whether the sale of LLC membership units is like the sale of stock. When a stock sale takes place, the new owners of...more

The Role of Compensation Systems in Promoting Antibribery (Non) Compliance.

GAB is pleased to welcome back anti-bribery consultant Richard Bistrong, who contributes the following guest post: These days, most sophisticated multinational firms, at least those that might be subject to liability...more

New York’s Highest Court Considers Constitutionality of Retroactive Taxing Statute

Questioning the constitutionality of state personal income tax provisions seems to be all the rage these days. On the heels of the Supreme Court’s decision in Comptroller v. Wynne discussed in our recent blog post, New York’s...more

Big Deal Monday

In a transaction our firm was pleased to represent the seller in, CNL Lifestyle Properties, Inc. sold 37 of its senior living communities to Senior Housing Properties Trust. The portfolio consisted of approximately 3,500...more

SEC Proposed Hedging Transaction Disclosure Rules

Much attention has been given to recent U.S. Securities and Exchange Commission (SEC) proposed rulemaking under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd Frank Act) that would require disclosure of...more

A Cautionary Tale (or Two) – The Need for Robust Internal Oversight in Financings

In this era of rushed financings and hectic corporate restructurings, internal controls and procedures are more important than ever. Adding litigious shareholders and debtholders to the mix means it’s never been more...more

Stock and Asset Sales: Tax Consequences of Each Transaction

As discussed in prior posts, an asset sale transfers only the assets of the business, whereas a stock sale transfers some or all of the ownership interest in the business as well as its obligations and liabilities....more

Blog: Pulling the Trigger(s): What is Double-Trigger Acceleration and How Does it Work?

You may have heard people refer to “double-trigger” acceleration. What are they talking about? Double-trigger acceleration refers to the partial or full acceleration of vesting of someone’s options or stock based on the...more

Carolinas Corporate Update

We are pleased to share the following representative engagements from 2014: Strategic M&A - We advised private and public companies and their subsidiaries, both domestic and foreign, in their merger and...more

Blog: 10 Considerations to Protect Confidential Information When Selling Your Company

It’s inevitable that you will have to share some confidential information with potential buyers during the course of a sale process. Anyone thinking about buying your business will want to do at least some level of diligence...more

Selling Your Company: The Letter of Intent

One of the first steps in the sale of your company will be entering into a Letter of Intent. In order to avoid drafting lengthy documents and spending time and money on attorneys unnecessarily, you should be certain that the...more

"The Newfound Attractiveness of European M&A"

In 2014, Europe registered its highest levels of M&A deal activity since the financial crisis. Compared to 2013, overall European M&A activity climbed 40.5 percent to $901.4 billion (the highest value since 2008). Inbound...more

"The US High-Yield Market: Balancing Risk and Return in 2015"

The U.S. high-yield market delivered the third strongest year by volume in 2014, with more than $310 billion of primary issuances, thanks in large part to the most active year in the M&A market since before the financial...more

New Hart-Scott-Rodino Act Thresholds

This week the Federal Trade Commission (FTC) published the new notification thresholds under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act). This antitrust law requires parties to certain kinds of transactions to...more

Crossing the M&A Finish Line when Selling Your Business

In a trending discussion on from the Business Succession Canada group shared by R. John Dolbec, Doug Robbins provides an excellent overview on selling a business and aptly likens the process to running a marathon...more

In re Novell, Inc. S’holder Litig., C.A. No. 6032 (Del. Ch. Nov. 25, 2014) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery granted summary judgment in favor of defendants on claims alleging that directors acted in bad faith by favoring a bidder in a sale process for reasons other than the pursuit...more

Determining Full-Time Employee Status for ACA: IRS Issues Guidance for Changes in Measurement or Methods

The employer shared responsibility provisions (commonly referred to as the "pay-or-play" mandate) of the Affordable Care Act ("ACA") impose penalties on applicable large employers that fail to offer qualifying health coverage...more

Delaware Supreme Court Reverses Lower Court And Affirms Arbitrator’s Award

Reversing the Court of Chancery’s ruling vacating an arbitration award, the Delaware Supreme Court held in SPX Corporation v. Garda USA, Inc. that the arbitrator’s decision should have been affirmed because the arbitrator’s...more

Court Enforces Five-Year Noncompete Agreement in Connection With Sale of Business

Employers drafting and seeking to enforce noncompete agreements struggle with structuring the temporal and geographic scope of the proposed noncompete covenant. The Texas Supreme Court has wrestled over the last few years to...more

Hidden Employment Reef Awaiting Captains Of Commerce?

When a company is acquired in a stock sale, its shareholders are routinely required to sign what is known as a Letter of Transmittal (“LOT”). Standard LOTs include a release of all claims. But, due to a quirk of California...more

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