News & Analysis as of

Selling a Business

Retirement is Coming: How to Broker Your Throne Away

by Davis Wright Tremaine LLP on

We’ve all heard the chatter (or read about it in this blog). The owners of family businesses need to start thinking about their exit strategy. To put it in perspective, Robert Nason of John Molson School of Business reveals...more

Another Working Capital Claim Fails in Delaware Because of Liability Limitations

In Chicago Bridge & Iron Co. N.V. v. Westinghouse Electric Co. LLC, the Delaware Court of Chancery declined to permit the purchaser of a business to recover a working capital shortfall as a result of a purchase price...more

Delaware Supreme Court Endorses Deal Price as Strong Evidence of Fair Value in Appraisal of Public Companies

by Pepper Hamilton LLP on

In DFC Global Corp. v. Muirfield Value Partners, L.P. (Aug. 1, 2017), the Delaware Supreme Court issued its highly anticipated ruling on the determination of fair value in statutory appraisal cases. The court held that the...more

DMR approves sale of IFMSA's Lesedi Mine to Samancor

by Hogan Lovells on

International Ferro Metals (SA) Pty Ltd (IFMSA) went into business rescue on 26 August 2015. Its ferrochrome smelter and dedicated Lesedi Mine fell victim to a combination of economic, regulatory and socio-political factors...more

Sale Of A Contract: Capital Gain Or Ordinary Income?

by Farrell Fritz, P.C. on

Maximize Capital Gain- In the sale of a business, it is the goal of every business owner and his tax adviser to minimize the amount of gain realized and, to the extent gain is realized, to maximize the amount that is...more

Business Planning Alert: "Selling a Business? Thoughtfully Consider Engaging an Investment Banker"

by Porter Hedges LLP on

The owner of a business typically needs to make many extraordinary decisions when deciding whether or how to sell the business. One such decision is whether to hire an investment banker to manage the sale process. The most...more

Thinking About Selling Your Business? Three Keys To Success.

by Cole Schotz on

There are numerous reasons you might consider selling your business – it could be that retirement beckons, your business has reached its growth limit under current management or financial constraints, or an exit opportunity...more

Appellate Court Notes

by Pullman & Comley, LLC on

Supreme Court Advance Release Opinions: SC19651 - Southwest Appraisal Group, LLC v. Administrator, Unemployment Compensation Act - Appellate Court Advance Release Opinions: AC38279 - Al Dente, LLC v....more

Business Planning Alert: "Selling a Business? Pay Attention to Your Confidentiality Agreement"

by Porter Hedges LLP on

Selling a business can be a momentous event. The process used to do so should accordingly be carefully considered and implemented. An early step in the process should be to obtain appropriate confidentiality agreements from...more

Episode 10: The Marketability Discount Revisited: Interview with Greg Barber

by Farrell Fritz, P.C. on

The marketability discount as applied in New York fair value proceedings remains a hot topic in business valuation and legal circles. In this episode, I interview business appraiser Greg Barber of Barber Analytics who...more

Event Recap: The 12 Most Common Mistakes to Avoid in Selling Your Business

DWT recently hosted “The 12 Most Common Mistakes to Avoid in Selling Your Business,” a seminar examining the common challenges affecting owners of family and closely held businesses on the subject of succession and estate...more

Mediating Business Valuation Disputes

by Farrell Fritz, P.C. on

Mediation continues to grow in popularity as a means of resolving legal disputes in lockstep with the rising costs and delays attendant to litigation and arbitration. Mediation allows the parties to air their grievances...more

Protecting Tax Deferral for A Contribution to A Partnership

by Farrell Fritz, P.C. on

When a taxpayer (“Taxpayer”) sells a property (“Property”) with a fair market value (“FMV”) in excess of Taxpayer’s basis in Property in exchange for cash in an arm’s-length transaction, the amount of gain that he realizes on...more

Novation of Government Contracts: How to Prepare for and Receive Government Approval

by Pepper Hamilton LLP on

Government contractors, so long as consistent with statute and regulation, should coordinate with the government regarding novation issues to best position themselves for acceptance of proposed novations....more

Texas Law Lets Attorney-Client Privilege Transfer to the Buyer of a Business

by Polsinelli on

When negotiating the sale of a business, legal counsel should be aware that the attorney-client privilege protecting communications between the seller and its legal counsel – including negotiations regarding the acquisition –...more

Lessons Learned in Selling the Family Business

by Davis Wright Tremaine LLP on

We have represented hundreds of family businesses (as well as other privately-held businesses) in negotiating and completing successful mergers and acquisitions. We have seen important lessons learned by families selling...more

The Designer Formerly Known As…Intellectual Property Issues Arising From Personal Names As Fashion Brands

by Ladas & Parry LLP on

Kate Spade, Paul Frank, Joseph Abboud, Catherine Malandrino, and Karen Millen—aside from being well-known designers, all have something else in common; they no longer own the right to use their personal names as their brands....more

Key Issues for Derivative Transactions under the BRRD

by White & Case LLP on

In this article, we outline the main resolution tools available to a resolution authority and consider the broad powers of resolution authorities that may impact existing derivative transactions in the event of a bail-in....more

Rolling Over Target Equity Into A PE Fund: Part II

by Farrell Fritz, P.C. on

Roll-Over: Tax Issue - Picking up on yesterday’s discussion, how can a PEF reconcile its preference to acquire a depreciable or amortizable basis for its target’s assets while, at the same time, affording the target’s...more

Rolling Over Target Equity Into A PE Fund: Part I

by Farrell Fritz, P.C. on

For many business owners, the final step of a successful career may be the sale of their business. At that point, the investment into which the owners have dedicated so much time, effort and money is liquidated, leaving them...more

Blog: Selling Your Company: Merger vs. Stock Sale vs. Asset Sale

by Cooley LLP on

When deciding to sell your company, and taking some of the initial steps towards that goal (including Getting Ready for an M&A exit and Negotiating a Term Sheet), an important step will be determining the structure of the...more

Gavel to Gavel: First steps in buying or selling a business

by GableGotwals on

Acquiring or divesting an existing business is a complex endeavor that requires considerable planning and analysis by both the seller and the buyer to protect their respective interests. Originally published in The...more

Rollover Equity in the Sale of a Family-Owned Business

If you sell your family-owned business to a private equity buyer, the buyer will most likely pay a portion of the purchase price with equity in the buyer’s new company, rather than with cash. The equity that you receive in...more

Process Is Paramount: The Delaware Court of Chancery Gives “100% Weight” to Merger Price in Determining Company’s Fair Value in...

On December 16, 2016, the Delaware Court of Chancery issued a post-trial opinion in an appraisal proceeding arising from the acquisition of Lender Processing Services, Inc. (“LPS” or the “Company”) by Fidelity National...more

Your Business Plan Will Sell Your Business

by Gray Reed & McGraw on

This is the last installment of a series discussing potential pitfalls relating to selling your business. Recently Tilting the Scales highlighted Successfully Selling Your Business: Top 6 Potential Pitfalls; So You Might...more

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