Page 15 of 17. Practical M&A and securities guidance from deal counsel.
Comprehensive legal guide to insurance company M&A: Form A change-of-control filings, state insurance holding company act approvals, Form E pre-acquisition notification, NAIC coordination, life vs P&C vs health carrier overlays, CFIUS, ORSA, extraordinary dividend approvals, and post-closing compliance for insurance holding company transactions.
Producer licensing and appointments in insurance M&A: NAIC ULS, state DOI change-of-control, stock vs asset license survival, DRLP continuity, and surplus lines.
Comprehensive legal guide to IPO readiness for late-stage companies: IPO alternatives, JOBS Act EGC accommodations, S-1 registration statement structure, financial statement requirements, ICFR and SOX 404(b), board composition, dual class voting, NYSE and Nasdaq listing standards, SEC comment cycles, D&O insurance, lock-up agreements, and ongoing Exchange Act reporting obligations.
Comprehensive legal guide to joint ventures in M&A: entity selection, formation structure, governance frameworks, board composition, deadlock mechanisms, exit provisions, IP licensing, antitrust considerations, transfer restrictions, cross-border JVs, and dissolution.
A detailed legal analysis of liquor license transfer mechanics in restaurant and bar acquisitions, covering California ABC Type 47 and Type 48 licenses, state ABC procedures, person-to-person and premises-to-premises transfers, Dram Shop liability, tied-house rules, moratorium counties, interim operating permits, and reps and warranties frameworks for food and beverage M&A transactions.
Logistics M&A: FMCSA authority, CSA safety scores, MCS-90, Clearinghouse queries, nuclear verdict exposure, AB5 classification, and hazmat diligence.
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, day 1 through year 1: escrow release schedules, working capital true-ups, earnout reporting, and indemnification claims. Nationwide 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.
We engage selectively with clients who value thorough counsel. Senior attorney Alex Lubyansky works directly on every matter.
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