What's the Best Transaction Structure for My Sale?
French and US Bankruptcy Sales Compared
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THE WONDER YEARS WEBINAR
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Do I need an attorney if I am buying or selling a business?
Section 363 of the Bankruptcy Code allows a Chapter 11 debtor to sell assets "free and clear" of existing claims, liens, encumbrances, and other liabilities. This provision facilitates expedited sales that might otherwise be...more
There is a significant demographic shift headed our way known as the “gray tsunami,” as a very large portion of the American population will reach retirement age and eventually exit the workforce. In fact, we are at a peak...more
Brian Andreosky, President of Aldrich Capital Advisors, and lawyer Matt Bisturis, Shareholder at Schwabe, Williamson & Wyatt, P.C., discuss steps that private company owners should consider before, during, and after sale of...more
In the high-stakes world of bankruptcy asset acquisitions, Bankruptcy Code Section 363 provides a powerful mechanism for purchasing assets “free and clear” of most claims, liens, and encumbrances. Success in these...more
When a New York waste operator took over a waste hauling and recycling contract for Westchester County last year, the successful acquisition of a multimillion-dollar business opportunity turned into a pension liability...more
Sit down with Eric Wall and Mark Seneca for insights on: Tax advantages and disadvantages for stock vs. asset sales The most common deal structure for VC-backed company sales and why Structuring a “tax-free” transaction...more
A bankruptcy sale is an opportunity to potentially acquire assets at distressed pricing. A bankruptcy sale also presents prospective bidders with a level playing field to conduct due diligence, submit a bid, and compete...more
In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court...more
Selling a long term care facility is a labor-intensive process, and one that often must be kept confidential until the sale occurs. During this time, the seller has a duty to provide due diligence to the purchaser. It can be...more
Assumed Liabilities- If a taxpayer were to sell the assets that comprise the taxpayer’s business, they would realize gain if the amount realized by the taxpayer from the sale is more than the taxpayer’s adjusted basis for...more
Having Fun? Hope you had a decent weekend. Perhaps you did something interesting, maybe even fun, like some end-of-season apple picking? Or maybe you had a cider donut with some hot coffee at a farm stand you stumbled upon...more
Knowing what to expect when going into the sale process and teaming up with experienced advisors is critical to making the sale of your business the crowning achievement of all of your hard work. This article discusses...more
Most business acquisitions are structured as purchases of assets in order to insulate the buyer from exposure to the liabilities of the seller. While that is generally an effective strategy, there are exceptions and nuances...more
Take a deep-dive into state and local tax considerations for M&A including deemed asset sale considerations, business versus non-business income, Nexus issues, and more with Ulmer attorneys Frederick N. Widen and Adam R....more
On October 2, 2020, the U.S. Small Business Administration (the “SBA”) issued Procedural Notice (5000-20057), titled “Paycheck Protection Program Loans and Changes of Ownership” (the “Notice”). The Notice sets forth the steps...more
On November 30, 2020, Vice Chancellor Laster of Delaware’s Court of Chancery issued the first case where the pandemic provided a company with the ability to walk away from its contractual obligations in a sale transaction,...more
This presentation provides a general overview of market changes that have occurred in the upstream oil and gas space in 2020. It further identifies alternative structures for acquiring or divesting distressed upstream oil and...more
Preparing to sell your business can be an overwhelming endeavor. A checklist of considerations for mergers and acquisitions (M&A) transactions can ease the burden. Join Bill Hackney and Carrie Keller on Thursday, November...more
Earlier this year, the Securities and Exchange Commission updated its requirements to provide financial information about acquisitions and dispositions of businesses and real estate operations, the first time that these...more
In the SBA Procedural Notice dated October 2, 2020 (the “Approval Notice”), the Small Business Administration (“SBA”) has issued mandates that may impact the ability of a recipient of a Paycheck Protection Program (“PPP”)...more
How is Change in Ownership Defined? On October 2, 2020 the Small Business Administration published SBA Procedural Notice (5000-20057) (the “Notice”), which was effective on that date. The Notice outlines rules that apply...more
The Small Business Administration recently published a procedural notice on changes of ownership for PPP borrowers. One specific area where we’ve seen confusion is whether the procedural notice requires a buyer to assume all...more
No. On October 2, the Small Business Administration published a procedural notice on changes of ownership for PPP borrowers. One specific area where we’ve seen confusion is whether the procedural notice requires a Buyer to...more
In part 3 of our journey through SALT issues in M&A transactions, Matt Hunsaker highlights a few apportionment, unitary combination, and NOL usage implications that should be on your radar whenever you are involved in a...more
In this short, three-part video series, Greenberg Glusker Partners Andrew Apfelberg and Brian Davidoff discuss important financial considerations for health, beauty and wellness companies in the wake of a pandemic. Part three...more