Page 16 of 17. Practical M&A and securities guidance from deal 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.
A detailed legal analysis of route density economics, recurring revenue valuation, customer contract assignability, anti-assignment clauses, commercial and government contract diligence, retention rate analysis, CRM data migration risk, and reps and warranties framework for pest control M&A transactions.
Legal guide to search fund and ETA acquisitions: traditional search, self-funded search, SBA 7(a), sponsor equity, LOI drafting, and deal structure for first-time buyers.
Comprehensive legal guide to search funds and independent sponsors: ETA models, search capital PPM, searcher vesting, deal acceptance rights, acquisition capital structuring, promote mechanics, SEC exempt reporting adviser status, Investment Company Act exemptions, broker-dealer risk, Form D, blue sky compliance, and post-acquisition governance.
A detailed legal analysis of service contract and warranty obligations in home services M&A: deferred revenue accounting, consent to assignment, maintenance plan economics, manufacturer warranty transfer, labor warranty reserves, home warranty contracts, extended service contract regulation, dealer financing recourse, and IRA rebate continuity.
SOC 2 bridge letters, scope expansion, CUECs, client consent, and audit continuity in MSSP and cybersecurity services acquisitions.
Comprehensive legal guide to SPAC and de-SPAC transactions: sponsor promote structure, trust account mechanics, PIPE financing, redemption pressure, SEC 2024 SPAC Rules, Section 11 liability, shareholder vote, Williams Act tender offer alternative, and post-closing public company obligations.
A comprehensive legal guide to staffing agency and PEO M&A in 2026: co-employment frameworks, client service agreement assignment, ACA employer mandate, ERISA MEWA compliance, state PEO licensing, SUTA rate transfers, wage and hour exposure, workers comp, and transaction structuring mechanics.
A detailed legal analysis of state Licensed Behavior Analyst licensure transfer mechanics, state autism insurance mandates, corporate practice doctrine in ABA, Medicaid waiver programs, and rep and warranty structuring for ABA practice acquisitions across multiple states.
A detailed legal analysis of technician non-compete enforceability, non-solicitation of customers and employees, customer list trade secret protection, garden leave structures, post-closing covenant rollout, and enforcement strategy in home services M&A transactions.
Legal guide to SaaS acquisition and software M&A: IP assignment, ARR valuation drivers, customer contract assignability, data privacy, and closing mechanics.
Comprehensive legal guide to technology and software M&A: deal structure, IP chain of title, open source compliance, SaaS contract assignability, data privacy, source code escrow, export controls, AI/ML diligence, founder retention, earnouts, R&W insurance, and integration planning for engineering teams.
A detailed legal analysis of DoorDash, Uber Eats, Grubhub, and ezCater agreement diligence in restaurant acquisitions, covering anti-assignment and change of control provisions, commission structures, customer data portability, MFN clauses, virtual brand transfer, state delivery fee cap laws, POS integration risk, and reps and warranties frameworks.
Title IV change-in-ownership: ED pre-acquisition review, provisional PPA reinstatement, letter of credit, composite score, and cohort default rate transfer.
A detailed legal analysis of Indian Gaming Regulatory Act compliance, tribal-state compact assignment, NIGC management contract approval, sovereign immunity waivers, Section 20 land acquisition, and regulatory due diligence in tribal gaming M&A transactions.
Utility and power M&A: FERC Section 203, state PUC approvals, NERC reliability, NRC license transfers, CFIUS overlay, rate base treatment, and renewable portfolio diligence.
Comprehensive legal guide to venture capital financing: entity formation, 83(b) elections, SAFEs and convertible notes, NVCA documents, Series Seed and Series A preferred stock, protective provisions, board composition, anti-dilution, option pool expansion, 409A valuations, QSBS Section 1202, Rule 701, Reg D, Form D, drag-along rights, co-sale, registration rights, and secondary sales from pre-seed through IPO.
A comprehensive legal guide to veterinary and dental DSO/MSO M&A in 2026: corporate practice of medicine doctrine by state, MSO structure, DEA registration transfer, state board approvals, clinical integration, HIPAA, OSHA compliance, revenue cycle diligence, reps and warranties, and post-closing EMR migration.
A comprehensive legal analysis of wage and hour exposure in staffing firm acquisitions: FLSA joint employer doctrine, independent contractor misclassification, state law stacking, overtime calculation errors, meal break violations, PAGA successor liability, and how to structure reps, warranties, and escrow for multi-state wage claims.
We engage selectively with clients who value thorough counsel. Senior attorney Alex Lubyansky works directly on every matter.
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