M&As – Novation and Recertification
The Supreme Court confirmed in Centrica Overseas Holdings Ltd v HMRC that the tests for trading and management expenses of a capital nature are the same. The decision also confirms that once a company has decided in principle...more
A pivotal decision by a New York Appellate Division court holding that earnouts based on the future revenue of a dental practice violated the NY Fee Splitting Prohibition could substantially impact the structuring of health...more
The classification of a transaction as either a business combination or an asset acquisition for financial reporting purposes has recently received greater attention. The differences between the two types of transactions can...more
Deal structure matters, particularly in bankruptcy. The Third Circuit recently ruled that a creditor’s right to future royalty payments in a non-executory contract could be discharged in the counterparty-debtor’s bankruptcy....more
This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing...more
On June 5, 2024, a federal court in the Western District of North Carolina declined to issue a preliminary injunction blocking the sale of two hospitals in Charlotte, North Carolina, finding that the proposed sale is not...more
On June 5, 2024, the US District Court for the Western District of North Carolina denied the Federal Trade Commission’s (FTC) petition to enjoin Novant Health Inc.’s (Novant) acquisition of Community Health Systems Inc.’s...more
The Third Circuit ruled that the obligations are prepetition “contingent and unliquidated” claims that can be discharged in a bankruptcy. In the chapter 11 bankruptcy of Mallinckrodt plc and certain subsidiaries (In re...more
Recently, a matter involving the North Carolina Attorney General (AG) Josh Stein made headlines when it was announced that Affiliated Monitors Inc. would take over monitorship of HCA Healthcare. This relates to HCA’s...more
As bankruptcy practitioners, we generally see proposed settlements get approved without objection. However, when objections are lodged, court involvement is necessitated. In this case, United States Bankruptcy Judge...more
Serving as the stalking horse bidder in a Section 363 sale can provide a buyer with financial and legal protections, as well as better position the buyer to ultimately acquire the debtor’s assets. This article addresses the...more
Many of us have encountered variations of the following scenario: a parent owns and operates a business; one or more of their children are employed in the business; as the children mature and become more experienced and...more
A business deal didn’t go as planned and one side wants out. All parties now need to determine how to buyout the disgruntled partner. How exactly is a franchise buyout price determined? Well, it matters whether the buyout...more
The U.S. Department of Justice (DOJ) has announced a new M&A Safe Harbor Policy to encourage greater corporate compliance and more robust due diligence by promoting the voluntary disclosure of criminal misconduct uncovered in...more
In 4-Way Electric Services, LLC v. Huntcole, LLC, __ So.3d __, 2023 WL 4114332 (Miss. June 22, 2023), the Mississippi Supreme Court considered a dispute between the sellers and buyer of a business that refurbishes electric...more
Editor’s Note: The Hart Scott Rodino Act (HSR Act) is a federal law that requires companies planning to merge or acquire certain assets or voting securities to notify the Federal Trade Commission (FTC) and the Department of...more
A recently passed Missouri bill included some amendments added at the last minute that may have significant implications for restrictive covenants—such as nonsolicitation and noninterference provisions—that are commonly used...more
A business purchase agreement outlines the terms and conditions of the purchase and sale of a business (or its assets), including: •The exact nature and extent of what is being sold; •The responsibilities of the parties...more
Notwithstanding recent turbulence in the cryptocurrency markets, digital assets of all types are seemingly here to stay. Bitcoin, stablecoins, non-fungible tokens a/k/a NFTs, and even digital currency exchanged in the...more
The Hart Scott Rodino Act (HSR Act) is a federal law that requires companies planning to merge or acquire certain assets or voting securities to notify the Federal Trade Commission (FTC) and the Department of Justice (DOJ)...more
The 1970s rock band The Eagles had a verse in their hit Hotel California: “You can check-out anytime you’d like, but you can never leave.” While Amazon sellers do not face quite the same predicament envisioned by the...more
In Sanofi-Aventis U.S. LLC v. Mallinckrodt PLC,1 the United States District Court for the District of Delaware ruled that a debtor that purchased intellectual property under a prepetition asset purchase agreement could...more
In late December 2022, the United States District Court for the District of Delaware issued an opinion affirming the Mallinckrodt1 bankruptcy court’s November 2021 decision that the debtor could discharge certain...more
Franchisee Cipercen, LLC operated several Meineke Car Care Centers. By 2017, Cipercen owed $550,000 in unpaid franchise fees to Meineke and decided to sell the franchises. Cipercen believed Meineke offered to waive the unpaid...more