Business Valuation for M&A: Complete Guide
Business valuation for M&A: SDE vs EBITDA, industry multiples, DCF, QoE adjustments, and how buyers and sellers price acquisitions. From experienced M&A counsel.
Page 13 of 17. Practical M&A and securities guidance from deal counsel.
Business valuation for M&A: SDE vs EBITDA, industry multiples, DCF, QoE adjustments, and how buyers and sellers price acquisitions. From experienced M&A counsel.
Comprehensive legal guide to cannabis M&A: state license transfers, change-of-ownership approvals, residency requirements, background investigations, Section 280E tax burden, 471(c) inventory planning, cash management, SAFER Banking Act tracking, MSA structures, R&W insurance gaps, and federal illegality risk in deal documentation.
What is a carve-out transaction? Covers structural options, entity formation, transition services agreements, and buyer due diligence.
Comprehensive legal guide to CFIUS review in M&A transactions: FIRRMA framework, covered transactions, TID businesses, mandatory vs voluntary filings, declarations vs notices, mitigation agreements, real estate rules under Part 802, excepted investors, outbound investment review, and ITAR/EAR overlap.
FDA sponsor transfer, GCP compliance, trial continuity, TMF integrity, IRB relationships, patient data, and change of control in CRO and SMO acquisitions. Institutional guidance from Alex Lubyansky.
CTA amendments, investigator consents, IRB coordination, budget mechanics, and indemnification in CRO/SMO acquisitions.
Construction M&A: contractor license transfer, surety bonding, mechanic's liens, multi-employer pension withdrawal, Davis-Bacon, and AIA contract assignment.
A detailed legal analysis of single-asset GP-led continuation vehicle transfers: purchase agreement mechanics, LP election packages, pricing and fairness opinion process, economic reset, carry allocation, closing conditions, and post-closing obligations.
A detailed legal analysis of contractor license assignment in home services M&A: RME structures, asset deal licensing gaps, stock deal continuity, bond transitions, multi-state reciprocity, and post-closing compliance for HVAC, plumbing, and electrical acquisitions.
Contractor license transfer in construction M&A: CSLB RMO/RME rules, Florida DBPR qualifier, Texas specialty trades, and multi-state licensing transition.
Cross-border M&A legal guide covering CFIUS review, FIRPTA withholding, inbound foreign buyer restrictions, export controls, OFAC sanctions, FCPA diligence, tax treaty frameworks, and closing mechanics for US transactions.
Cyber tail coverage, prior acts endorsements, nose coverage, war exclusions, and claims protocols in MSSP and cybersecurity services acquisitions.
Comprehensive legal guide to cybersecurity and data breach diligence in M&A transactions: target security posture review, incident history, GDPR, CCPA/CPRA, HIPAA, GLBA, NYDFS 23 NYCRR 500, SEC cyber disclosure Item 106 and Form 8-K Item 1.05, CIRCIA, SOC 2, ISO 27001, ransomware history, cyber insurance, data and cyber reps and warranties, escrow and indemnity sizing, R&W insurance carveouts, Verizon/Starwood/Yahoo cautionary cases, AI training data diligence, and day-one integration controls.
A detailed legal analysis of DEA registration transfer, state veterinary and dental board licensing requirements, controlled substance inventory reconciliation, and PDMP reporting obligations in veterinary and dental practice M&A transactions.
Distressed M&A legal guide covering Section 363 sales, stalking horse bidder agreements, free-and-clear transfers, successor liability, DIP financing, credit bidding, executory contracts, cure amounts, and cross-border Chapter 15 considerations for buyers.
A comprehensive legal analysis of DSO and MSO structures in M&A: corporate practice of medicine and dentistry doctrine, friendly PC nominee mechanics, MSO management services agreements, fee splitting prohibitions, enforcement trends, private equity roll-up structuring, and rep and warranty compliance frameworks.
E&O tail coverage in insurance agency M&A: extended reporting periods, prior acts continuity, stock vs asset treatment, pricing, and seller indemnification.
Education M&A: Title IV change-in-ownership, PPA reinstatement, SARA reciprocity, accreditor approvals, FERPA/GLBA/COPPA compliance, and borrower defense exposure.
Employment law in M&A transactions: WARN Act, non-competes, benefit plan assumption, 280G parachutes, 409A deferred comp, I-9, union successorship, and employment reps and warranties.
Media and entertainment M&A: FCC transfer approvals, catalog chain-of-title, termination rights, union collective bargaining, CFIUS, and data privacy overlays.
A detailed legal analysis of FIFRA label compliance, restricted entry intervals, Worker Protection Standard obligations, EPA and state enforcement history, recordkeeping requirements, environmental insurance gaps, NPDES permitting, and reps and warranties structuring for pest control and specialty home services M&A transactions.
Comprehensive legal guide to ERISA and benefits diligence in M&A transactions: defined benefit plan liabilities, PBGC premiums, multiemployer pension withdrawal liability, Section 4212 safe harbor, 401(k) integration, 409A, COBRA, ESOP diligence, SERPs, fiduciary risk, and post-closing integration.
Comprehensive legal guide to executive compensation in M&A: Section 280G golden parachute rules, 3x safe harbor, shareholder vote cleansing, Section 409A deferred compensation, ISO and NQSO treatment, equity rollover, 83(b) elections, cutback vs gross-up, transaction bonuses, and post-closing plan integration.
A detailed legal analysis of fair market value determination, price-setting mechanisms, and ILPA guidance for GP-led continuation fund transactions: competitive auction process, independent valuation, fairness opinions, LPAC consent, SEC conflicts disclosure, discount and premium to NAV analysis, fee allocation, and record-keeping for conflicts defense.
We engage selectively with clients who value thorough counsel. Senior attorney Alex Lubyansky works directly on every matter.
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