Selling a Business

News & Analysis as of

How to Lessen the Tax Bite When Selling a Business

When a business is sold, both the buyer and the seller endeavor to walk away with as much cash on hand as possible. The seller hopes to reap the rewards of years of hard work; the buyer hopes to secure enough cash to...more

Saving Time and Money when Selling a Small Business

Advance planning is crucial when you decide to sell your small business. You need to be at the center of that planning. Don’t abdicate your responsibility for selling your business to your lawyer, your accountant or your...more

What Is The Purpose?

The Maryland Court of Appeals (the “Court”), the state’s highest court, in Phillip Martin, v. TWP Enterprises Inc. (No. 1855, Sept. Term, 2014, decided Feb. 24, 2016, Leahy, J.) addressed what it identified as the third...more

So You Want To Sell Your Business… PART 3 of 4 – Valuing Your Business for Sale

If you have read and acted upon the first two installments of this Client Alert series, you know the reasons why you have decided to sell your business, and you have positioned your business to be as attractive as possible to...more

Selling a Company: Important Considerations as Discussed by the Experts

As tech founders and executives contemplate the possibility of exiting their companies, there are multiple factors they must consider. On May 3rd at FoleyTECH Chicago 2016, four seasoned entrepreneurs came together to discuss...more

Delaware Supreme Court Reaffirms KKR, But Sounds Cautionary Note to Gatekeepers

On May 6, 2016, the Delaware Supreme Court affirmed the Delaware Chancery Court's ruling that Zale Corporation's sale to Signet Jewelers withstood scrutiny under the business judgment rule because the transaction was approved...more

Appellate Court Notes

Supreme Court Advance Release Opinions: SC19233, SC19234 - State v. Wright - SC19233, SC19234 Concurrence - State v. Wright - SC19382 - State v. Anthony D. - SC19382 Dissent - State v. Anthony D....more

4 Ways to Protect Your Business During Exit Talks

There comes a time when just about every reasonably successful startup gets an exit opportunity. For founders, these moments are triumphant. You’ve dedicated years of your life to building something, and now somebody wants to...more

Can a B Corporation Save Your Hometown Company?

Shareholder activists launched a record number of campaigns in 2015—more than 507, compared to 396 in 2012, and 292 in 2014. The most common goal of shareholder activists, expressed in 44.9 percent of the year's campaigns,...more

Mid-Market M&A: The Valuation Gap - March 2016

How big a part has a valuation gap played in stalling North American mid-market M&A? Pepper Hamilton partner Andrew Hulsh joined five leading professionals for their take in a report by Mergermarket. Over the last year,...more

Integration Clauses As A Backstop Against Claims Based On Fraud: Insist On The Specifics.

For any business owner, a specially-crafted integration clause can significantly limit exposure to suits brought by a dissatisfied party on the other side of the negotiating table. An integration clause (sometimes referred to...more

Business Succesion Planning - March 2016

The transition of a family owned or closely-held business is an important event for families. In a prior article, we covered the issues that a business owner faces in general in preparing a succession plan. This article will...more

Put Down That Hammer: Four Times When a DIY Approach Is Guaranteed To Backfire

As a founder, you need to be scrappy, take care of that bottom-line. We get that, we’re all for a DIY approach when it makes sense (psst we even help you do that through our very free document generator). ...more

So You Want To Sell Your Business… PART 2 of 4 – Preparing for the Sale

In our last installment we focused on the reasons why a business owner might wish to undertake a sale of a closely held business. Assuming that those reasons have been determined with ample time to prepare for a sale of the...more

The Best of Intentions: Letters of Intent in the Sale of a Business

The sale of a business often takes several months and generates huge amounts of paperwork. The process culminates in a purchase agreement typically exceeding fifty single-spaced pages full of dense wording....more

You Sold Your Startup (and Maybe Your Soul): How to Leave Your Company

A few years ago, a client sold his small startup company to a competitor. In return, the acquiring company gave him some cash, stock options, and an executive-level job. After faithfully serving his new corporate overlord for...more

How to Mess up Buying or Selling Your Company

Buying or selling a company is exciting. Maybe you are growing your business by acquiring a competitor. Maybe you are selling a company in which you invested your life savings and decades of effort. This may be the most...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: UK

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? Where there is a business transfer or a service provision change (outsourcing or insourcing or a change of provider) which is within the scope...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: UAE

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? Except in cases where there is a complete transfer of ownership of a company, there is no automatic transfer of employees and their rights when...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Turkey

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? When an undertaking/business is transferred to a new entity all existing employment contracts are automatically transferred to the new entity....more

Choosing the Right Path for Liquidity: Business and Personal Considerations

Choosing to sell is only the first of many complicated decisions founders make when considering an exit. Founders face countless challenges at this crucial turning point for their company. At the 2015 FOLEYTech Summit, Susan...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Switzerland

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? When an employer transfers their business or part of the business to a third party transferee, all rights and obligations arising out of the...more

Five Things That Shouldn’t Keep You From Buying or Selling a Company

There may be several reasons holding you back from buying another company or from selling your own business. However, there’s a new normal in the government contracting space. With increased competition for work, a tight...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Spain

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? According to Spanish Law, in the event of a transfer of undertaking the new employer shall subrogate in the transferor´s rights and...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Portugal

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? Pursuant to the Portuguese Employment Code, there is a transfer of an undertaking when there is a change of ownership of an undertaking or...more

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