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
How Do I Hold You Liable? Let Me Count The Ways . . . When the owner(s) incorporate an existing business, the corporation is not necessarily a tabula rasa with respect to the creditors of the business being...more
When buying a business, purchasers must take into consideration the possibility of “successor liability” – that is, the buyer’s assumption of the seller’s liabilities and prior conduct upon purchasing a corporation....more
Yesterday, John Jenkins wrote in DealLawyers.com about successor liability in asset purchase transactions. Many practitioners may be unfamiliar with potential successor liability under California's Unemployment Insurance...more
The Sixth U.S. Circuit Court of Appeals (Ohio, Kentucky, Tennessee and Michigan) recently expanded successor liability for an underfunded pension plan to an asset purchaser holding common control over assets purchased from...more
On June 1, 2018, the U.S. Court of Appeals for the Ninth Circuit ruled that an asset purchaser that was deemed a successor was liable to pay the seller’s withdrawal liability even though the purchaser did not have actual...more
The intersection of franchise law and general corporate law is extensive. A recent decision in the Michigan Court of Appeals (Court) highlights the importance of thoroughly understanding and considering the ramifications of...more
A common method for business expansion is for one company to acquire another company’s operations and then merge the operations into the acquiring company. However, even when care is taken to structure such acquisitions to...more
The North Carolina Court of Appeals recently issued a ruling that will have a significant impact on business transactions involving property subject to a permit or corrective action obligations under the Resource Conservation...more
In a recent decision that has important implications for purchasers of assets that come with a multiemployer union pension plan, the U.S. Court of Appeals for the Seventh Circuit held in Tsareff v. ManWeb Services, Inc., 794...more
In Tsareff v. ManWeb Services, Inc., the U.S. Court of Appeals for the Seventh Circuit held that an asset purchaser’s pre-closing knowledge of a seller’s potential multiemployer plan withdrawal liability could be sufficient...more
I recently blogged about a Seventh Circuit Court of Appeals decision that tagged a buyer of the assets of a company contributing to a multiemployer plan with withdrawal liability that the seller had not paid. A recent Ninth...more
Whether you are involved as the purchaser or seller in an M&A transaction, you should be aware of events that may trigger adjustments to the purchase price. WORKING CAPITAL ADJUSTMENTS - In a stock transaction,...more
When a purchaser acquires substantially all the assets of a seller, the purchase agreement typically provides that the purchaser does not assume seller’s liabilities except to the limited extent specifically set forth...more
Introduction: Allocation of antitrust risk is an issue that frequently arises between parties in mergers or acquisitions that raise potential antitrust concerns. • Motivations of the buyer and the seller are the...more