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Buy-Out Agreements

Whiteford

To Roll or Not to Roll: Equity Roll Issues in Private Company M&A Deals

Whiteford on

This article is the first in a series on common issues of critical importance to sellers in private company M&A- An equity roll is an agreement between a Buyer and a Seller in an M&A deal where the Seller (typically a...more

Allen Barron, Inc.

The Step Doctrine and How it Applies to IRS, State, and California Tax

Allen Barron, Inc. on

It is important to understand the step doctrine and how it applies to IRS audits and state tax investigations, including California tax audits. The "step doctrine" is a concept not directly found in federal or California...more

Goodwin

Navigating the Nuances: M&A Buyouts vs. Growth Equity Transaction

Goodwin on

As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more

Cohen Seglias Pallas Greenhall & Furman PC

[Webinar] Managing Divorce: Safeguarding Your Business and Finances - May 29th, 12:00 pm - 1:00 pm ET

Divorce is a deeply personal and emotional process that can have significant implications for your business and financial stability. When business ownership is involved, navigating divorce proceedings becomes increasingly...more

Saul Ewing LLP

Minnesota Supreme Court Leaves the Law on Corporate Minority Beneficial Interest Buyout Rights Unsettled but Reaffirms Notice...

Saul Ewing LLP on

Minnesota has a unique statute that allows minority shareholders in a closely held corporation to initiate an action for a buy-out of their interests. Minn. Stat. § 302A.751, subdivision 2. Under the Minnesota Business...more

Conyers

The Effect of Non-Disclosure in Unfair Prejudice Claims

Conyers on

A successful party to a buy-out order made in the course of unfair prejudice proceedings can find themselves in a difficult position, at the hands of an uncooperative respondent. Commonly, the Court will try liability and...more

Hogan Lovells

Taking robust security over warranty and indemnity insurance policies

Hogan Lovells on

This article addresses the legal and practical issues for lenders on leveraged buy-outs in relation to taking security over warranty and indemnity insurance policies. This article first appeared in the March issue...more

Littler

Dutch Employer Paid Dearly for an Offer to Buy Out a Non-Compete Clause

Littler on

In a recent matter before the Arnhem-Leeuwarden Appellate Court, an employer in the Netherlands attempted to hold a former employee to his non-compete clause. After the employee had terminated his employment contract, the...more

Amundsen Davis LLC

The Impact of Indiana’s Restrictions on Physician Non-Compete Agreements

Amundsen Davis LLC on

Recent Indiana legislative sessions have limited the ability of health care entities to enter non-compete agreements with physicians, and the impact of that legislation is starting to be seen. By way of background, prior...more

Dickinson Wright

Tax Issues in Issuance or Repurchase of Equity in Physician and Other Practice Groups

Dickinson Wright on

Adverse tax issues can arise for physicians and other professional practice groups interested in issuing equity to attract and retain junior physicians. If equity is issued at below fair market value, the new equity owner...more

Marshall Dennehey

Superior Court: Yes, We Actually Mean Actual Authority for an Actual Settlement of a Civil Case

Marshall Dennehey on

Driscoll and King were partners in a venture operating a restaurant. Their relationship soured, and so as not to sour matters for their customers, they sought to separate amicably. The deal was to be that King would buy out...more

Fox Rothschild LLP

“Now what? My Stupid Lawyer Settled My Case & Got It WRONG!”

Fox Rothschild LLP on

Blessedly, this is not a frequent event. And as law has migrated from handwritten to typewritten to telecopied and emailed agreements one might think this kind of dispute would be headed to the dungeons of history. But...more

Farrell Fritz, P.C.

Fair Value Awards: A Matter of Interest

Farrell Fritz, P.C. on

Statutory fair value appraisal proceedings in New York come in two flavors. First, there’s the buy-out appraisal under Business Corporation Law § 1118 triggered by a minority shareholder’s petition for judicial dissolution....more

Farrell Fritz, P.C.

LLC Forced Buy-Out Pits Fair Value Against Fair Market Value Against Power to Amend Operating Agreement

Farrell Fritz, P.C. on

Let’s see how good you are at predicting the outcome and its rationale in a recently decided case involving the following facts: The controller of a Delaware LLC has supermajority voting rights under the initial LLC...more

Latham & Watkins LLP

Direct Lending Goes Large

Latham & Watkins LLP on

PE deal teams can increasingly access direct lending for large, cross-border buyouts but regulatory and structuring challenges across jurisdictions remain. Direct lending has long been a feature of the debt market, and...more

Levenfeld Pearlstein, LLC

How to Handle Retirement Provisions in Accounting Firm Partnership Agreements

As part of our ongoing partnership agreement series, in this article, we discuss how accounting firms can address retirement in firm partnership agreements. Note: References to “partnership agreements” in this article...more

Latham & Watkins LLP

Pension Consolidator Vehicles - A New Solution for PE

Latham & Watkins LLP on

Pension consolidators are emerging as an effective solution to manage defined benefit pension plan risk. As inflation soars and market uncertainty creates additional volatility for UK defined benefit pension (DB) plans,...more

Farrell Fritz, P.C.

Recent Stock Valuation Decisions Reign “Supreme”

Farrell Fritz, P.C. on

The fair value and fair market value appraisal standards applicable in contested buyout and dissenting shareholder valuations cut across state lines, which is one of the main reasons I occasionally highlight significant court...more

Sheppard Mullin Richter & Hampton LLP

Healthcare Agreements - Key Issues Impacting the Enforceability of Non-Compete Clauses for Texas Physicians

With tightening labor markets and the increasing mobility of healthcare workers, including physicians, now is a good time to revisit non-compete agreements to ensure they are enforceable. Texas courts will generally enforce...more

Farrell Fritz, P.C.

Common-Law Dissolution Hits Speed Bumps in Recent Decisions

Farrell Fritz, P.C. on

The heyday of common-law dissolution — if it ever had one — is long past, largely displaced by a statutory dissolution remedy for oppressed minority shareholders paired with an elective buy-out option for the respondent...more

Amundsen Davis LLC

State Bill Would Limit Restrictive Covenants With Physicians

Amundsen Davis LLC on

Historically, a majority of states have allowed employers to use restrictive covenants with physicians—and only a handful of states (among them: Delaware, Massachusetts, and Rhode island) have prohibited that practice in...more

Conyers

Privy Council Emphasizes the Primary Role of the Trial Judge as the Decision-Maker in Shareholders’ Disputes – the Scope for...

Conyers on

In the context of an unfair prejudice claim, the Privy Council recently overturned the decision of the Eastern Caribbean Court of Appeal and restored the decision of Leon J. of the Commercial Court of the British Virgin...more

Farrell Fritz, P.C.

Who Decides Disputed Valuation Under LLC Agreement’s Buy-Out Provision: Arbitrator or Appraiser?

Farrell Fritz, P.C. on

It’s not unusual to find buy-out provisions in shareholder and operating agreements that commit the pricing of the buy-out to the “final and binding” determination of one or more appraisers. The same agreements also may...more

Farrell Fritz, P.C.

Re-Revisiting The Duty to Disclose Third-Party Offers Amidst Buy-Out Negotiations

Farrell Fritz, P.C. on

Three weeks ago, I wrote about the Bak v Rostek case in Brooklyn Supreme Court addressing the duty to disclose third-party offers amidst buy-out negotiations between co-owners. ...more

Farrell Fritz, P.C.

The Duty to Disclose Third-Party Offers Amidst Buy-Out Negotiations, Revisited

Farrell Fritz, P.C. on

In 2011 and 2012, the New York Court of Appeals decided a series of difficult cases addressing the circumstances under which a contractual waiver or release included in a buyout or other agreement between co-owners of closely...more

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