Selling Your Med Spa Practice – Key Steps To Attract a Buyer and Get the Best Price
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
Podcast: Buy-Sell Market - Factors to Consider in Transactions of Automotive Dealerships
Jeremy Levy on Recent RWI Challenges and Near-term Outlook
Five Steps a Healthcare Banker Recommends When Acquiring a Medical or Dental Practice
Selling Your Government Contract Business: Plan Today for a Stronger Tomorrow, Part 1 of 2
Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
Opportunities and Optimism: M&A Deal Trends — A Recap Discussion Around ACG Atlanta M&A South Panel
Legal Steps For Dentists to Follow When Buying or Selling a Practice
Top 20 Negotiation Tips: #8 and #9
Quality Of Earnings: Making The Most Of M&A Transactions
How Private Equity Firms Structure Health Care Mergers and Tax Implications
Reps & Warranties Insurance: Sealing The Deal
Strategic Growth Paths of Top Small Business Government Contractors
How to prepare for a merger and acquisition in logistics and transportation
Exit Strategies for GOVCONs with Set Aside Contracts: 2021 Insights and Lessons Learned from Business Owners and Advisors
Mergers and Acquisitions in Healthcare: Getting Your House in Order
The M&A market has witnessed a major increase in the use of earnout deal terms after 2021. The number of deals with earnout provisions jumped from around 20% in 2021 to 33% in 2023....more
Purchase price adjustment provisions are designed to reflect changes in the target's financial condition that occur prior to the closing of the transaction. For example, if on January 1, a transaction is valued, or priced, at...more
The sale process can be a long, stressful, physically and emotionally draining, and disruptive to ongoing business operations. Planning well in advance of the desired sale date and engaging experienced professional advisors...more
When a business is sold, the most important overall aspect of negotiations between a cautious buyer and determined seller may be due to the agreed-upon purchase price for the business. However, when the buyer is purchasing...more
In merger and acquisition (M&A) transactions, the earn-out mechanism serves as a strategic tool for conditional payment based on the prospective performance of the acquired entity. This mechanism is particularly prevalent in...more
Do we value our possessions more just because we own them? Sometimes. Does this association of value apply to businesses? Almost always. The Cost of Risk- Buyers and sellers of a business often find themselves with a...more
For the right transaction, a rollover of equity can add value for the buyer and the seller. Rollover equity is ownership in the buyer or its affiliates that is issued to a seller as payment for all or a portion of the...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
In business purchase and sale transactions, the purchase price leads to some of the most contentious push and pull in negotiations. A majority of disagreements arise from each party’s valuation of the target company as well...more
KEY ASPECTS OF REAL ESTATE ACQUISITIONS UNDER CHILEAN LAW - I. STANDARD FORMS OF AGREEMENTS - 1. Offer to Purchase: Offer to Purchase sets forth Buyer's offer of price, date for closing, contingencies for inspections,...more
After completing the arduous task of preparing to sell a business and agreeing to the terms in principle for a transaction in which a business owner will sell his or her “life’s work,” selling business owners (“Seller” or...more
Generally, net working capital is determined by subtracting the business’ current liabilities from its current assets, excluding cash. Transactions are commonly structured on a “cash free” basis with the seller retaining the...more
From 2020 to 2022, EBITDA became almost as prevalent as revenue metrics for determining earnout payments, according to analysis of the Goodwin Private Equity Deals Database. In 2022, EBITDA was used in 40% of earnouts, up 22%...more
In our last installment, we discussed some of the initial steps involved in the process of selling a dental practice, including preparing your practice for sale and finding a potential suitor. Specifically, we described ways...more
The past few years have seen dramatic shifts for mergers and acquisitions involving automotive dealerships. It has been estimated that approximately 3% of dealerships undergo a change of ownership in an average year...more
The Massachusetts Supreme Judicial Court granted summary judgment in favor of the seller of a janitorial service franchise based on claims by the buyers that the COVID-19 pandemic excused their obligation to pay the seller...more
Section 1060 and its associated regulations require that buyers and sellers use the “residual” method to allocate the purchase price, which includes not only the cash consideration paid but also assumed liabilities. Pursuant...more
Earnout provisions can be an effective tool for addressing the potential disconnect between a seller’s expectations and a buyer’s ability to pay when negotiating a business combination transaction. Earnout provisions, or...more
A well-crafted letter of intent (“LOI”) adds value for the negotiating principals by helping to ensure the parties are in agreement on key deal terms before they spend significant time and money on diligence and definitive...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER CHILEAN LAW - I. STANDARD FORMS OF AGREEMENTS - 1. Offer to Purchase: Offer to Purchase sets forth Buyer's offer of price, date for closing, contingencies for inspections,...more
While many economists are predicting that the United States economy will experience a recession during 2023, resulting in a decline in M&A activity, there are many M&A experts who believe M&A activity will experience a...more
It is common for private company owners to wonder what price they would receive if their company was offered for sale. When a business owner wants to formally determine the company’s actual value in the marketplace, however,...more
Market Trends: What You Need to Know - Based on the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: - Purchase price adjustments continue to be commonplace in M&A agreements. In...more
A More Cautious Approach- Compared to the torrid pace of M&A transactions last year, the current year seems rather pedestrian. That is not to say businesses are not being sold; they are....more
Overview- Earnout provisions give sellers of a company rights to additional consideration if the acquired business achieves certain financial goals or specified milestones post-closing. Earnouts are often used to bridge...more