RIA Books and Records in M&A: Rule 204-2 Guide
How RIA firms manage client documents and records across an acquisition: Rule 204-2 retention periods, what must transfer to the buyer, and CRM migration pitfalls.
Jul 21, 2026
Page 2 of 17. Practical M&A and securities guidance from deal counsel.
How RIA firms manage client documents and records across an acquisition: Rule 204-2 retention periods, what must transfer to the buyer, and CRM migration pitfalls.
Jul 21, 2026
A legal guide to RIA purchase agreements: asset purchase vs. equity purchase structures, earnout and holdback pricing mechanics, RIA-specific reps and warranties, interim covenants, non-competes, closing conditions, and indemnification.
Jul 21, 2026
A legal guide to RIA succession planning: internal equity transfers to next-generation advisors, buy-sell agreements, financing an internal buyout, external sale as a succession path, and contingency planning for death or disability.
Jul 21, 2026
How RIA firms are valued: revenue and EBITDA multiples, DCF, valuation drivers, and the earnout, escrow, and indemnification terms that change the real price.
Jul 21, 2026
RIA vs broker-dealer, explained through an M&A and regulatory lens: registration regimes, fiduciary duty vs Reg BI, revenue models, hybrid firms, and what the difference means when buying or selling one.
Jul 21, 2026
Selling an accounting, CPA or tax practice? Review deal structure, purchase agreement terms, client notice, Section 7216 data rules and retention terms.
Jul 21, 2026
Selling an RIA firm takes more than valuation. Client consent under the Advisers Act, deal structure, non-solicits, and timeline: what brokers do not cover.
Jul 21, 2026
Selling an RIA to an aggregator means cash and rollover equity, earnouts, and operating covenants. What the deal structure looks like and what to diligence about the buyer.
Jul 21, 2026
A practitioner guide to fundamental representations in M&A purchase agreements: what separates them from general representations, why survival periods and indemnification caps interact the way they do, and how buyers and sellers negotiate both.
Jul 18, 2026
Preemptive rights let existing shareholders buy new shares before outsiders to avoid dilution. Learn the DGCL 102(b)(3) statutory default, how contractual preemptive rights work in shareholder agreements, and why they matter in stock issuances and M&A closings.
Jul 18, 2026
SBA Policy Notice 5000-879058 clarifies that a 7(a) loan balance no longer reduces available 504 loan capacity, effective July 4, 2026. An M&A attorney explains what changed and what buyers using combined SBA financing for an acquisition should do before closing.
Jul 18, 2026
A practitioner guide to disclosure schedules in M&A purchase agreements: what they are, how they qualify representations and warranties, who prepares and reviews them, negotiation dynamics, common drafting traps, and a practical preparation checklist.
Jul 13, 2026
What a business purchase agreement template actually contains, when a free template is genuinely fine, and where templates fail on real Main Street deals: transfer taxes, SBA financing timelines, successor liability, and as-is clauses. From M&A counsel.
Jul 7, 2026
The buyer's end-to-end legal playbook for an SBA loan to buy a business: pre-qualification, the LOI financing contingency clock, entity formation, the closing process, closing costs, and the SBA 7(a) closing checklist. From M&A counsel.
Jul 7, 2026
Earnout provisions that are vague at signing become disputes after closing. This checklist covers every APA element that must be defined before the deal closes: metric definitions, accounting standards, operational covenants, acceleration language, and dispute resolution mechanics.
Jun 27, 2026
The no-shop and exclusivity provisions in a letter of intent are among the few LOI terms that are legally binding. This guide covers what they bind, typical durations, what buyers should ask for, and what sellers should resist.
Jun 27, 2026
A quality of earnings report tells you whether the seller's EBITDA is real. This guide explains what a QofE covers, when you need one under LOI, how add-backs work, working capital pegs, and how the QofE interacts with your purchase price and APA.
Jun 27, 2026
SBA 7(a) acquisition deals impose strict standby requirements on seller notes before they count toward equity injection. This guide explains full vs. partial standby, note terms, subordination, and what happens when the standby period ends.
Jun 27, 2026
Section 338(h)(10) and Section 336(e) elections both let a stock purchase get asset-sale tax treatment. An M&A attorney explains who can use each one, why individual and SBA-financed buyers need 336(e), and what it costs the seller.
Jun 2, 2026
A practical guide for business brokers on recommending attorney-certified public-record searches before the SBA application stage. Deals that surface lien issues during underwriting die or delay. Deals that surface them during due diligence close on schedule.
Jun 2, 2026
Carve-out or spin-off? Both separate a business unit from a parent company - but ownership, tax treatment, and legal complexity differ significantly. An M&A attorney explains when each makes sense and what the transaction process involves.
Jun 2, 2026
A business can operate entirely in Ohio or Michigan and be organized in Delaware. Under the official text of UCC Article 9, a registered organization is located in its state of organization, not its state of operation. A buyer who searches only the operating state can miss a Delaware-filed lien. An M&A attorney explains the rule, walks a concrete example, and explains how multi-state scoping works.
Jun 2, 2026
Earnouts and holdbacks both push part of the price past closing, but the payment conditions, custody and collection risk differ. Check release terms and operating duties before signing.
Jun 2, 2026
Compare earnouts and seller notes, including payment conditions, lender restrictions, setoff and collection risk before negotiating deferred acquisition price.
Jun 2, 2026
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