Selling Your Med Spa Practice – Key Steps To Attract a Buyer and Get the Best Price
Preparing A Company For Sale - A Podcast with Janathan Allen
Building a Healthcare Practice and Preparing to Sell: Getting the Right Advice Can Make a Difference
FCA Implications for M&A Transactions
What You Need To Know About Representation and Warranty Insurance
Growth by Acquisition Important Considerations for Government Contractors, Part 2 of 2
The Exit: Everything You Need to Know but Didn’t Know to Ask about Startup Acquisitions
Selling Your Government Contract Business: Plan Today for a Stronger Tomorrow, Part 1 of 2
Legal Steps For Dentists to Follow When Buying or Selling a Practice
Top 20 Negotiation Tips: #8 and #9
The Grass is Greener: The State of the Cannabis Industry - Where Do We Go from Here?
Everything You Ever Wanted to Know About Buy-Sell Agreements: A Conversation With Expert and Author Paul Hood
Exit Worth Celebrating – It’s Never Too Early to Plan for Your Exit
How Private Equity Firms Structure Health Care Mergers and Tax Implications
Stoel Rives | Deeply Rooted Podcast Episode Five: Exploring Succession and Generational Change with Kevin Adams, Managing Director for The Mountain Group
Strategic Growth Paths of Top Small Business Government Contractors
Tips for Dentists Starting or Acquiring a Dental Practice
An Overview of Private Equity Firm Acquisitions of Medical Practices
Episode #4 - Succession Planning for Startups
A Deal-Making Magic 8-Ball and Other Surprises: Entrepreneurship and Investing with Robbie Hardy and Fred Hutchison
In Samuelian v. Life Generations Healthcare, LLC, — Cal. App. 5th —, 2024 WL 3878448 (Cal. App. Aug. 20, 2024), the California Court of Appeal answered two long outstanding questions of California law concerning the...more
The Private Target Mergers & Acquisitions Deal Points Study (“the Study”) is published on a bi-annual basis by the Market Trends Subcommittee of the ABA Business Law Section’s M&A Committee, which I am happy to serve on. The...more
Representations and warranties play a crucial role in business transactions and are commonly used in merger and acquisition agreements to allocate risk between sellers and buyers. Accurate representations and reliable...more
As buyers and sellers engage in negotiations for the sale of a business, often there may be disagreements as to the value and expected growth of that business. One party might currently value the business higher than the...more
Selling a business in any environment can be challenging when planning is not addressed early in the M&A process. The challenges are heightened in the current environment where buyers are looking at multiple potential deals...more
Prior to the enactment of the Georgia Restrictive Covenant Act (“RCA”), Georgia courts interpreted noncompete provisions entered into in the context of selling a business differently than they did between employers and...more
The term “Highest and Best” deal has been well-known in the bankruptcy field for many years. In a bankruptcy auction of a business or real property, the judges, trustees and creditors recognize that the better deal is not...more
Market Trends: What You Need to Know - Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to...more
One of the goals in a business divorce is finality – ending a business relationship once and for all. But what if the end isn’t really the end?...more
What are the legal and business steps to follow when buying or selling a dental practice? What are the important items to address to avoid missteps? Host Ericka Adler, Roetzel Health Law Practice Group leader is joined by...more
There is perhaps no more consistently vexing problem for transactional attorneys on opposite sides than figuring out a fair contractual resolution for “sandbagging” issues....more
Georgia’s Restrictive Covenants Act (O.C.G.A. § 13-8-50 et seq.) (“RCA”) governs Georgia non-compete agreements entered into after May 2011. Very few courts have interpreted the RCA since its inception. In Bearoff v. Craton,...more
In Shareholder Representative Services LLC v. RSI Holdco, LLC, the Delaware Court of Chancery held that the sellers of a target corporation retained the right to assert attorney-client privilege over pre-merger communications...more
• The most common post-sale dispute involves determining the working capital of the sold business. • In planning for the sale, the parties should agree on what is a normal working capital amount, as well as the elements of...more
Often in the sale of a physician’s practice, the owner of the selling practice (the “Selling Practice”) may desire to structure the transaction as what some refer to as a “handshake deal” – using minimal documentation and...more
...The sale process doesn’t happen overnight, and there are many things before the sale that can greatly impact the sale. However, positioning your business in the best possible ways for sale has a wide range of meaning....more
It is no secret that LLC managers enjoy a lot of discretion regarding how they operate the LLC. Members of the LLC often find it difficult to challenge the manager’s decisions on key transactions, investments, and other...more
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller return to discuss the nuts and bolts on a management buyout. As part of their discussion they highlight the different types of...more
A recent court case from Missouri’s Eastern District Court of Appeals provides insight on the intersection of declaratory judgments, legal damages, and equitable relief, particularly in disputes over complicated business...more
Sitting in your office, basking in the sense of accomplishment, perhaps hugging a beer or a glass of pinot noir, you have finished the All Brands USA lease for 50,000 square feet at Mallchester Mall after six months of...more
The Delaware Chancery Court issued a recent opinion that provides a warning for parties to contracts: strictly follow the notice instructions set forth in the agreement or otherwise jeopardize contractual rights under the...more
You’re a business owner and have spent years nurturing and growing your business into a valuable asset, and now you have decided it’s finally time to monetize that asset and sell your business. You go about the process of...more
People often talk about giving or getting a Right of First Refusal ("ROFR") in real estate transactions. But what is a ROFR? A simple definition might be...more
In a much-anticipated decision, on June 27, 2017, the Supreme Court of Delaware reversed the Chancery Court's ruling in Chicago Bridge v. Westinghouse. The Delaware Supreme Court determined that an independent auditor...more
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