M&As – Novation and Recertification
The One Big Beautiful Bill Act (the “Act”) includes significant amendments to bonus depreciation under Section 168(k). The Act permanently reinstated “bonus” depreciation at 100% of the cost of eligible property, and refines...more
Last week’s Privilege Point addressed a lawsuit involving an asset purchase agreement (APA) under which Jim Daws sold his company, Jim Daws Trucking, to Rick Fernandez. ...more
Kilpatrick’s John Erwin, Sara Beth Barnes, and Mikail Clark recently presented on the topic of “Corporate Transactions: Deal Structuring, Governance Documents, and the Impact of AI” at the firm’s annual Raleigh In-House...more
In 2022, Jim Daws agreed to sell his company, Daws Trucking, to Rick Fernandez under an asset purchase agreement (APA). The same law firm represented both parties in the transaction but “fail[ed] to obtain consent to the...more
Ohio-based American Signature, Inc., parent to American Signature Furniture and Value City Furniture, filed for bankruptcy protection on November 22, 2025, in the United States Bankruptcy Court for the District of Delaware –...more
Whether you’re a business owner seeking growth, an investor assessing opportunities, or an advisor guiding deal negotiations, understanding mergers and acquisitions (M&A) is critical. M&A encompasses the legal, financial, and...more
Recent research shows that acquired workers are nearly twice as likely to leave post-deal, with attrition increasing significantly during the first 12 months post-buyout, underscoring the critical and often underestimated...more
Divorce can be especially complicated for restaurant owners, as it often involves not just dividing personal assets but also making tough decisions about the future of the business....more
When selling a veterinary practice, many owners focus on the big-ticket items like equipment value, goodwill, and real estate. However, a critical but often overlooked component of the sale is the treatment of “hot assets” —...more
Selling a closely held business is a major milestone. Whether the goal is retirement, estate planning or strategic growth, early preparation can help business owners protect value, avoid delays and position the company for a...more
Many transportation and logistics (T&L) companies are family-owned or closely held businesses that often bear their founder’s name. Some have been passed down through two or more generations of family ownership. But there...more
Despite some bright spots, the landscape for U.S. manufacturing remains challenging. While supply chains have largely stabilized post-pandemic, the manufacturing sector is grappling with compressed margins, high borrowing...more
In this legal alert, we highlight an often overlooked strategy for maximizing sale proceeds of a distressed business: a Chapter 11 bankruptcy sale pursuant to section 363 of the Bankruptcy Code. On August 4, 2025, Avant...more
Industrial property transfers are drawing renewed interest from both domestic and foreign investors. These assets can be attractive, but US environmental law imposes strict, often joint and several, liabilities that can...more
When start-ups dream of an exit, they picture ringing the bell at an IPO or celebrating a headline-grabbing acquisition. But what happens when the journey takes a detour through the valley of distress?...more
When start-ups dream of an exit, they picture ringing the bell at an IPO or celebrating a headline-grabbing acquisition. But what happens when the journey takes a detour through the valley of distress? ...more
The best — and sometimes only — option for a financially troubled company to avoid a piecemeal liquidation may be to seek an acquirer for itself or its assets. While a distressed company may prefer an out-of-court sale...more
Question: I am selling my practice and plan to become employed by the buyer for a year following the closing. I expect that I will have to agree to a covenant not to compete. This article originally appeared in the August...more
The conventional path to a fair value appraisal proceeding under Section 623 of the Business Corporation Law (the “BCL”) involves deliberate invocation of the statute by the business entity, the dissenting owner, or both....more
In a recently released, nonprecedential decision, the California Office of Tax Appeals (“OTA”) upheld a sales tax assessment of nearly $1 million against an owner/operator of dental practices, finding that the sale of the...more
Ripple’s tied Linqto makes a settlement offer in today’s bankruptcy hearing | Cryptopolitan - The bankrupt company announced on Tuesday that a proposed $60 million debtor-in-possession loan—for which customer-owned shares...more
The first half of 2025 brought a subtle but notable shift in M&A momentum. While the market has not returned to pre-pandemic fervor (few, if any, suspected that likely), we are seeing some hopeful signs. Strategic buyers are...more
If your medical practice is considering joining a larger group or hospital, it’s important to ask: what if the new relationship doesn’t work out? In some situations, an unwind agreement can provide a path back to...more
Years after an insolvency proceeding is closed, can a solvent co-lessee/working interest participant (WIP) still be on the hook for their former partner’s share of unpaid Crown royalties? A recent Alberta Court of Appeal...more
In a significant decision from the Commercial Division of the Supreme Court of Bermuda, Justice Shade Subair Williams has provided important clarification on the standards applicable when courts are asked to sanction...more