Stock Sale Agreements

News & Analysis as of

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

IRS Changes Course and Issues Notice 2014-58 on the Economic Substance Doctrine

The economic substance doctrine was historically a judicial doctrine. It was codified by the Health Care and Education Reconciliation Act of 2010 in Section7701(o). Although practitioners describe it as a codification,...more

Rural/Metro II: Additional Lessons for Financial Advisors, Directors and Counsel in M&A Transactions And Related Litigation

On October 10, 2014, the Delaware Court of Chancery issued a decision awarding nearly $76 million in damages against a seller’s financial advisor. In an earlier March 7, 2014 opinion in the case, In re Rural/Metro Corp....more

New York ALJ Rejects Retroactive Application of Statute

State courts generally have allowed legislatures a fair amount of flexibility in adopting retroactive statutes, but a recent New York case held that, under the circumstances presented, the retroactive application of a statute...more

Selling Your Business: Acing Due Diligence

You put your company up for sale, potential buyers are lining up. What then follows is the inevitable: The due diligence process, in which the buyer kicks your tires before going ahead with the purchase. In the many, many...more

Purchase Price Adjustments in an M&A Transaction

Whether you are involved as the purchaser or seller in an M&A transaction, you should be aware of events that may trigger adjustments to the purchase price. WORKING CAPITAL ADJUSTMENTS - In a stock transaction,...more

Does Your Alberta-related Deal Trigger Foreign Ownership of Land Regulations?

There is no doubt that the Agricultural and Recreational Land Ownership Act and Foreign Ownership of Land Regulations are a mouthful, but they may not always be top of mind when considering buying or leasing land in Alberta,...more

Asset vs. Stock Sales 101: The Very Basics

The purchase and sale of a business can be a daunting task; it often involves many unfamiliar issues, even to an experienced business owner or a potential buyer. One issue that is important to address early on is what, in...more

Integrating Foreign Currency Hedges With Respect To Stock Purchase And Sale Agreements

Investment funds that invest globally must deal with volatility in the currency in which they agree to invest. Investment funds entering into obligations to purchase stock in a currency other than the primary currency of the...more

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