Five Steps a Healthcare Banker Recommends When Acquiring a Medical or Dental Practice
Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
Nota Bene Episode 117: The Critical Nature of Labor & Employment Diligence in Corporate Transactions with Kevin Cloutier and Shawn Fabian
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Buying or Selling a Business that Borrowed a PPP Loan
Do I need an attorney if I am buying or selling a business?
Purchase Agreements – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
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
The prohibition on fee splitting by professionals is alive and well in New York. The sale of a dental practice from one dentist to another was found to violate the state’s prohibition against fee splitting because the...more
It’s nice to get paid. Giving up control of your business? Well… that’s a different story. On closing the sale of a business, owners realize a dramatic financial return on their investment. However, few buyers are willing to...more
The Private Target Mergers & Acquisitions Deal Points Study (“the Study”) is published on a bi-annual basis by the Market Trends Subcommittee of the ABA Business Law Section’s M&A Committee, which I am happy to serve on. The...more
You Have Decided to Sell Your Childcare Center. Now What? Selling a childcare center can feel daunting even for the most seasoned business owners. Owners may be approached by potential buyers with unsolicited offers or owners...more
As buyers and sellers engage in negotiations for the sale of a business, often there may be disagreements as to the value and expected growth of that business. One party might currently value the business higher than the...more
The U.S. is coming off of two years of historically low interest rates and a tremendous amount of liquidity, factors that created a very strong sellers’ market in 2021 and 2022.This year, while there is still a lot of dry...more
Selling a business in any environment can be challenging when planning is not addressed early in the M&A process. The challenges are heightened in the current environment where buyers are looking at multiple potential deals...more
A potential business sale transaction can be an exciting time for a business owner. The sale represents pay-off for years, or even decades, of hard work. However, it’s seldom a simple process. A successful merger and...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
Charitable Giving Update- According to a recent report on charitable giving, the number of donors at every level of giving dropped during the first three quarters of 2022. The number of new donors was down by over 19...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
The FTC’s Notice of Proposed Rulemaking of its Non-Compete Clause Rule, which would ban non-competes altogether if promulgated, opened 2023 with a bang. Whether it goes into effect, in what form, and whether the Rule will...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
If you are a business owner contemplating the sale of your business, or an individual considering entrepreneurship through acquisition, you may be wondering “what are the steps in a purchase and sale of a business?”...more
Business owners and transaction lawyers who view non-compete agreements as standard in connection with the sale of a business should be careful not to overreach in imposing restrictive covenants on sellers in purchase...more
Market Trends: What You Need to Know - One of the most pronounced practice-related trends in private company merger and acquisition transactions is the near-disappearance of target legal opinions as a closing deliverable. ...more
Market Trends: What You Need to Know - Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to...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
When selling a company through a competitive auction process, a seller may have multiple bidders seeking to purchase the target company. Having multiple bidders compete to purchase the target company can be advantageous to...more
This is the fifth article in our series on selling the family business. For a refresher on how we got to this point, read our previous articles on letters of intent, marketing, and preliminary diligence....more
Selling your company for a huge profit sounds enticing. What could be wrong with getting a huge up-front payment at capital gain rates in lieu of years of future sweat for an uncertain return and ordinary income treatment?...more
There is a significant likelihood that M&A transactions in the next year may involve PPP loans. Here are several deal components that should be considered in light of PPP....more
What’s the Purchase Price? If you advise me that you are selling your business for $32,000,000 and that $5,000,000 of the $32,000,000 will be paid through an earnout, my response to you is that you are selling your...more
• The most common post-sale dispute involves determining the working capital of the sold business. • In planning for the sale, the parties should agree on what is a normal working capital amount, as well as the elements of...more