Practical analysis of M&A transactions, securities compliance, and corporate governance. Written by attorneys who structure deals, not commentators who observe them.
Every article reflects how we practice: thorough analysis, clear structure, and attention to the details that protect our clients.
Written by deal counsel who negotiate these provisions, not observers summarizing case law.
M&A deal structures, securities compliance, and corporate governance guidance for active participants.
15+ years M&A experience applied to transactions of all sizes. Senior attorney Alex Lubyansky on every engagement.
Practical guidance from deal counsel with 15+ years of transaction experience
Discover all 5 paths to going public: Traditional IPO, Reverse Merger, Direct Listing, SPAC, and Regulation A+. Compare costs, timelines, and requirements for each method.
Alex Lubyansky
Jan 1, 1970
Learn all OTCQB listing requirements, application process, costs, and ongoing obligations. Includes eligibility checklist, timeline, and comparison with other OTC tiers.
Alex Lubyansky
Jan 1, 1970
Complete guide to reverse mergers: process, costs, timeline, and requirements. Learn how private companies go public through reverse merger transactions.
Alex Lubyansky
Jan 1, 1970
Master SEC reporting requirements including 10-K, 10-Q, 8-K filings, deadlines, and compliance strategies. Essential guide for small public companies and recent IPOs.
Alex Lubyansky
Jan 1, 1970
The path to going public is complex enough without unexpected regulatory roadblocks. Yet countless companies approaching their public debut discover—often too late—that satisfying federal securitie...
Jan 5, 2026
The path to going public is complex enough without unexpected regulatory roadblocks. Yet countless companies approaching their public debut discover—often too late—that satisfying federal securitie...
Jan 5, 2026
Learn what to negotiate in your business sale LOI. Protect seller leverage, avoid costly mistakes, and maximize exit value. Expert M&A counsel guide.
Alex Lubyansky
Dec 11, 2025
Complete M&A due diligence guide covering the 60-90 day process, legal checklist, critical red flags, and cost-saving strategies. Learn what M&A attorneys review and how to avoid deal-killing surprises.
Alex Lubyansky
Dec 10, 2025
Learn when single-member LLCs make sense, how operating agreements actually protect you, and whether Delaware incorporation is worth the hype.
Alex Lubyansky
Dec 4, 2025
Complete guide to SEC Section 16 short-swing profit rules for corporate insiders. Learn the 6-month rule, how short-swing profits are calculated, Form 4 filing requirements, and how to avoid violations.
Alex Lubyansky
Nov 1, 2025
Complete guide to SEC Form 8-A registration. Learn when Form 8-A is required, how it differs from Form 10, step-by-step filing process, common mistakes, and expert tips from a securities attorney.
Alex Lubyansky
Oct 20, 2025
Complete guide to Nasdaq listing requirements for Capital Market, Global Market, and Global Select tiers. Learn financial standards, corporate governance rules, costs, timeline, and application process from a securities attorney.
Alex Lubyansky
Oct 5, 2025
Which OTC market tier is right for your company? Compare OTCQX, OTCQB, and Pink Sheets requirements, costs, timelines, and investor perception. Securities attorney explains.
Alex Lubyansky
Sep 10, 2025
Transform your post-LOI due diligence from overwhelming to organized. Learn the systematic approach that uncovers risks, validates assumptions, and ensures successful acquisitions.
Alex Lubyansky
Aug 28, 2025
Understand the critical differences between Letters of Intent and Term Sheets in M&A transactions. Learn when to use each document type and how to leverage them for successful deals.
Alex Lubyansky
Aug 26, 2025
Learn how to draft a professional Letter of Intent for business acquisitions using our proven framework and interactive tools. From valuation to signing, we cover every critical step.
Alex Lubyansky
Aug 24, 2025
Complete guide to SEC Rule 144 for selling restricted and control securities. Learn holding periods, volume limits, Form 144 filing requirements, and exemptions from a securities attorney.
Alex Lubyansky
Aug 15, 2025
CFOs and CEOs always ask me: 'What's the real ROI of a fractional GC?' Here's a framework for calculating not just cost savings, but the total value creation including risk mitigation, faster deals, and strategic advantages.
Alex Lubyansky
Nov 24, 2024
The billable hour creates a fundamental misalignment between lawyers and clients. One profits from inefficiency while the other suffers from it. After building a different kind of law firm, I can tell you there's a better way.
Alex Lubyansky
Nov 17, 2024
382 articles on M&A, due diligence, and securities compliance.
A business broker's standard form, whether it is the offer agreement or a full draft stock purchase agreement, is written to get the deal to closing, not to protect the buyer. An M&A attorney explains who the broker actually represents, the provisions broker-drafted agreements consistently underwrite, and how buyer-side review works without slowing the deal down.
Jul 26, 2026
The seller's SBA EIDL loan is current, but the blanket UCC lien still blocks your closing. Here are the four ways buyers resolve an EIDL lien before an asset purchase can fund: payoff, SBA lien release, subordination, or escrow holdback.
Jul 26, 2026
SBA Procedural Notice 5000-876626 and Policy Notice 5000-876441 require 100% of direct and indirect owners of an SBA borrower to be U.S. citizens or nationals, effective March 1, 2026. Lawful Permanent Residents are now Ineligible Persons. An M&A attorney explains what this means for buyers, sellers with rollover equity, and partner buyouts.
Jul 23, 2026
A legal roadmap for wirehouse and broker-dealer reps going independent: restrictive covenant review, Protocol vs. non-Protocol exit, garden leave, forming the RIA, client communication rules, and custody repapering.
Jul 21, 2026
Buying an RIA means inheriting its compliance history and client contracts. A legal guide to buy-side diligence, consent risk, and regulatory steps for buyers.
Jul 21, 2026
A legal guide to buying or selling a financial advisor's book of business: client transfer risk, consent rules, broker-dealer protocol, deal structure, and financing.
Jul 21, 2026
A legal guide to buying or selling an insurance book of business: what transfers, carrier consent and broker-of-record letters, producer licensing, E&O tail coverage, diligence, and purchase agreement terms.
Jul 21, 2026
What the Broker Protocol is, which firms are members, what a departing broker can and cannot take under it, and how the Protocol interacts with non-Protocol moves, restrictive covenants, and RIA M&A team lift-outs.
Jul 21, 2026
How RIA firms manage client documents and records across an acquisition: Rule 204-2 retention periods, what must transfer to the buyer, and CRM migration pitfalls.
Jul 21, 2026
A legal guide to RIA purchase agreements: asset purchase vs. equity purchase structures, earnout and holdback pricing mechanics, RIA-specific reps and warranties, interim covenants, non-competes, closing conditions, and indemnification.
Jul 21, 2026
A legal guide to RIA succession planning: internal equity transfers to next-generation advisors, buy-sell agreements, financing an internal buyout, external sale as a succession path, and contingency planning for death or disability.
Jul 21, 2026
How RIA firms are valued: revenue and EBITDA multiples, DCF, valuation drivers, and the earnout, escrow, and indemnification terms that change the real price.
Jul 21, 2026
RIA vs broker-dealer, explained through an M&A and regulatory lens: registration regimes, fiduciary duty vs Reg BI, revenue models, hybrid firms, and what the difference means when buying or selling one.
Jul 21, 2026
A legal guide to selling an accounting or CPA practice: asset sale vs. stock sale, purchase agreement terms, client notice and consent, Section 7216 client data rules, non-competes, and retention structures.
Jul 21, 2026
Selling an RIA firm takes more than valuation. Client consent under the Advisers Act, deal structure, non-solicits, and timeline: what brokers do not cover.
Jul 21, 2026
Selling an RIA to an aggregator means cash and rollover equity, earnouts, and operating covenants. What the deal structure looks like and what to diligence about the buyer.
Jul 21, 2026
A practitioner guide to fundamental representations in M&A purchase agreements: what separates them from general representations, why survival periods and indemnification caps interact the way they do, and how buyers and sellers negotiate both.
Jul 18, 2026
Preemptive rights let existing shareholders buy new shares before outsiders to avoid dilution. Learn the DGCL 102(b)(3) statutory default, how contractual preemptive rights work in shareholder agreements, and why they matter in stock issuances and M&A closings.
Jul 18, 2026
SBA Policy Notice 5000-879058 clarifies that a 7(a) loan balance no longer reduces available 504 loan capacity, effective July 4, 2026. An M&A attorney explains what changed and what buyers using combined SBA financing for an acquisition should do before closing.
Jul 18, 2026
A practitioner guide to disclosure schedules in M&A purchase agreements: what they are, how they qualify representations and warranties, who prepares and reviews them, negotiation dynamics, common drafting traps, and a practical preparation checklist.
Jul 13, 2026
What a business purchase agreement template actually contains, when a free template is genuinely fine, and where templates fail on real Main Street deals: transfer taxes, SBA financing timelines, successor liability, and as-is clauses. From M&A counsel.
Jul 7, 2026
The buyer's end-to-end legal playbook for an SBA loan to buy a business: pre-qualification, the LOI financing contingency clock, entity formation, the closing process, closing costs, and the SBA 7(a) closing checklist. From M&A counsel.
Jul 7, 2026
Earnout provisions that are vague at signing become disputes after closing. This checklist covers every APA element that must be defined before the deal closes: metric definitions, accounting standards, operational covenants, acceleration language, and dispute resolution mechanics.
Jun 27, 2026
The no-shop and exclusivity provisions in a letter of intent are among the few LOI terms that are legally binding. This guide covers what they bind, typical durations, what buyers should ask for, and what sellers should resist.
Jun 27, 2026
We engage selectively with clients who value thorough counsel. Senior attorney Alex Lubyansky works directly on every matter.