Page 15 of 16. Practical M&A and securities guidance from deal counsel.
A detailed legal analysis of LP election mechanics in GP-led continuation vehicle transactions: the status quo, rollover, and sale options; fiduciary obligations; tax consequences; ERISA considerations; side letter preservation; and LPAC advocacy.
Practical legal analysis for business buyers, sellers, and capital markets participants. M&A transaction guidance and securities compliance from Acquisition Stars.
Legal guide to manufacturing acquisitions: environmental diligence, CERCLA liability, equipment leases, union CBA successorship, WARN Act, OSHA, ITAR, and permit transfers.
A detailed legal analysis of Medicaid overpayment exposure, commercial payer credentialing transfer, HCPCS billing compliance, MHPAEA parity obligations, TRICARE coverage, and payer contract assignability in ABA autism services acquisitions.
SOC 2, CMMC 2.0, MSA assignment, SLAs, cyber insurance tail, BAAs, and change of control in MSSP and cybersecurity services acquisitions.
MPPAA withdrawal liability in construction M&A: construction industry exception, ERISA 4204 asset sale safe harbor, Sun Capital successor liability, and indemnification structures.
A detailed legal analysis of multi-unit franchisee M&A: area development agreement structure and transfer mechanics, ADA schedule default, subfranchising, site selection, cross-default clauses, franchisor consent thresholds, key person provisions, PE sponsor structures, earnouts on new unit openings, and post-closing integration.
Originator assignment, ODFI transition, reauthorization, return rate thresholds, and Regulation E error resolution in fitness recurring billing acquisitions.
State authorization reciprocity in education M&A: NC-SARA, physical presence triggers, professional licensure disclosure, and change-in-ownership notification.
Comprehensive legal guide to private equity fund formation: Delaware LP and LLC structures, offshore parallel funds, GP and management company formation, LP agreement key terms, carried interest waterfalls, management fees, ERISA plan assets, Investment Advisers Act registration, AIFMD, CFIUS, UBTI blockers, tax structuring, side letters, and fund formation timeline.
A comprehensive legal guide to PE secondary market transactions and GP-led continuation vehicles in 2026: LP-led and GP-led structures, LP election mechanics, ILPA guidance, LPAC consent, fairness opinions, SEC disclosure, tax structuring, regulatory review, lender consent, and closing mechanics.
Comprehensive legal guide to private equity secondary transactions: LP-led vs GP-led secondaries, continuation fund structuring, ILPA guidance, SEC fiduciary duty compliance, conflicts of interest disclosure, LPAC consent, stapled transactions, tax-free rollover treatment, transfer approval under LPA, side letter portability, NAV financing, tender offer process, secondary buyer diligence, and role of counsel.
A detailed legal analysis of PEO client service agreement assignment and co-employment transition in M&A: anti-assignment clauses, CPEO status, WARN Act co-employer liability, SUI transfers, MEWA dissolution, 401(k) successor rules, and rep and warranty structures for pre-closing co-employment claims.
Surety bonding in construction M&A: AIA A312, Miller Act, General Indemnity Agreements, bonding capacity transfer, and post-closing indemnity release.
A comprehensive legal guide to pest control and specialty home services M&A in 2026: industry consolidation, FIFRA compliance, certified applicator license transfer, state regulatory landscape, route density diligence, customer contract assignment, environmental liability, WDO inspection licensing, wildlife control, fumigation, and post-closing integration.
A detailed legal analysis of pesticide applicator license transfer, EPA FIFRA Section 4 state primacy, certified applicator categories, business operator license mechanics, pre-closing license gap management, state-specific timing, NOV enforcement history, and reps and warranties frameworks for pest control and specialty home services M&A transactions.
What happens after an M&A deal closes: working capital true-ups, earnout measurement, indemnification claims, escrow disputes, and post-closing integration. Nationwide M&A counsel.
Comprehensive legal guide to private placements and Regulation D: Section 4(a)(2) exemption, Rule 506(b) vs 506(c), accredited investor verification, Form D filings, state blue sky compliance, PPM structure, bad actor disqualification, Rule 10b-5 anti-fraud, Rule 144 resale restrictions, Reg CF and Reg A+ alternatives, and working with securities counsel.
Legal guide to professional services M&A: goodwill structure, client consent, partnership forms, state licensing restrictions, earnouts, non-competes, WIP valuation, ethics rules, and post-closing governance for law, CPA, and consulting firm transactions.
Comprehensive legal guide to public company M&A: fiduciary duties under Revlon and Unocal, deal protection devices, one-step mergers vs. two-step tender offers, SEC filing requirements, proxy solicitation, going-private Rule 13e-3 transactions, MFW cleansing, Section 262 appraisal rights, Section 203 anti-takeover statutes, poison pills, DGCL mechanics, fairness opinions, and shareholder litigation.
Real estate in M&A transactions: owned vs leased footprint, title and survey diligence, zoning, environmental, landlord consent, sale-leaseback, transfer taxes, 1031 exchange integration, and special property types.
Comprehensive legal guide to representations and warranties insurance in M&A: buy-side vs. sell-side policies, underwriting, exclusions, retention mechanics, claims, tax insurance, contingent liability, litigation buyout, materiality scrapes, reps drafting, broker selection, and insurer landscape.
Legal guide to restaurant and hospitality M&A: liquor license transfers, lease assignment, ABC approvals, franchise consent, labor compliance, hotel PIPs, bulk sales, and tax successor liability.
Comprehensive legal guide to roll-up and platform consolidation M&A: platform vs add-on structuring, holdco design, seller rollover equity, HSR cumulative analysis, shared services, multi-entity governance, debt facilities with add-on capacity, R&W insurance, exit planning, and tax structuring for PE sponsors and strategic acquirers.
We engage selectively with clients who value thorough counsel. Senior attorney Alex Lubyansky works directly on every matter.