Page 13 of 16. Practical M&A and securities guidance from deal counsel.
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.
ESOP legal guide covering seller tax advantages, trustee fiduciary duties, adequate consideration, ESOP financing, seller notes, repurchase obligations, DOL enforcement, and closing mechanics for employee ownership transactions.
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.
IND/NDA sponsor transfer, Form FDA 1571, IRB and investigator notifications, and closing mechanics in CRO and biotech acquisitions.
A detailed legal analysis of FDD diligence in franchise M&A: Item 20 outlet tables, churn rate analysis, Item 19 financial performance representations, audited financials, state registration mechanics, former franchisee interviews, and material change amendments under the FTC Franchise Rule.
Comprehensive legal guide to financial services M&A: bank holding company acquisitions under BHCA Section 3, OCC/Federal Reserve/FDIC applications, CRA review, RIA client consent mechanics, FINRA Rule 1017 continuing membership, insurance Form A filings, mortgage licensing transfers, BSA/AML integration, U4/U5 transitions, and antitrust considerations for banks, RIAs, and broker-dealers.
Health studio acts, prepaid membership regulation, NACHA EFT billing, franchise FDD transfer, and change of control in fitness and boutique gym acquisitions.
A detailed legal analysis of franchise agreement transfer mechanics in franchisee-to-franchisee M&A: consent requirements, ROFR and ROFO provisions, transfer fees, buyer qualification standards, state relationship law overlays, transferor releases, remodel triggers, and escrow of purchase price pending franchisor consent.
A comprehensive legal guide to franchise system M&A in 2026: franchisor brand sales, franchisee unit acquisitions, FDD diligence, state registration requirements, franchisor consent, MUF platform transactions, vendor programs, technology diligence, and closing mechanics.
We engage selectively with clients who value thorough counsel. Senior attorney Alex Lubyansky works directly on every matter.