Page 2 of 16. Practical M&A and securities guidance from deal counsel.
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
A Section 338(h)(10) election allows a stock purchase to be treated as an asset sale for tax purposes. An M&A attorney explains when it is available, who benefits, what it costs the seller, and how it is used to break negotiation impasses.
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
Most small businesses, even ones operating entirely in Ohio or Michigan, are organized in Delaware. Under UCC Article 9, the financing statement is filed in the state of organization, not operation. A buyer who searches only the operating state misses every Delaware-filed lien. An M&A attorney explains the rule, walks a concrete example, and explains how proper multi-state scoping works.
Jun 2, 2026
Both earnouts and holdbacks defer purchase price to after closing - but they work very differently. An M&A attorney explains how each is structured, when buyers demand them, and how sellers can negotiate better terms.
Jun 2, 2026
Earnout or seller note? Both defer purchase price - but one is contingent on future performance and the other is unconditional debt. An M&A attorney explains when each is used, how each is structured, and which is better for sellers.
Jun 2, 2026
When the business you are buying is administratively dissolved, suspended, or delinquent as a foreign entity, the cure is possible but the timing is not optional. An M&A attorney explains what good standing means, what it costs to fix, and why it must be resolved before closing.
Jun 2, 2026
Forward merger, reverse merger, reverse triangular merger - the terminology is confusing, but the structural differences have real consequences for liability, continuity, and shareholder approval requirements. An M&A attorney breaks down each structure.
Jun 2, 2026
Can you sell your business without a broker? Yes. Should you? It depends on your situation. An M&A attorney explains where DIY works, where it gets dangerous, and why you always need a transaction attorney regardless of the broker decision.
Jun 2, 2026
The indemnification cap limits total seller liability. The basket (deductible) determines when claims can be made. An M&A attorney explains how these two provisions interact, what market norms look like, and why sellers must negotiate both carefully.
Jun 2, 2026
A court money judgment can become a lien that clouds title to business assets. An M&A attorney explains how judgment liens are created, how they attach to real vs. personal property, why county-level searching is required, and how asset vs. stock purchase structure changes your exposure.
Jun 2, 2026
The five public-record searches every business buyer needs before closing - what each one catches, why UCC liens are the most dangerous miss, what the SBA requires, and why self-funded buyers cannot practically run this layer themselves.
Jun 2, 2026
Management buyout or leveraged buyout? Both use debt to acquire a business, but the buyer profile, deal dynamics, and seller relationship differ significantly. An M&A attorney explains how each works and what it means for deal structure and documentation.
Jun 2, 2026
R&W insurance has become standard in middle-market M&A. An M&A attorney explains how it works, when it replaces the escrow holdback, what it does not cover, and how to evaluate whether it makes sense for your deal.
Jun 2, 2026
Selling an S-corporation? The choice between an asset sale and a stock sale has significant tax consequences that differ from C-corp transactions. An M&A attorney explains the pass-through tax treatment, built-in gains, and the 338(h)(10) election option.
Jun 2, 2026
SAFE or convertible note for your seed raise? Beyond the mechanics, a securities attorney explains the Reg D compliance obligations, investor rights differences, and what your choice signals to future institutional investors.
Jun 2, 2026
SBA 7(a) lenders are required to run UCC searches, judgment lien searches, tax lien searches, bankruptcy searches, and litigation searches before funding an acquisition. An M&A attorney explains what lenders verify and why buyers who arrive with an attorney-certified report move faster.
Jun 2, 2026
Financing a business acquisition? SBA 7(a) loans and seller financing are the two most common sources for lower middle-market deals. An M&A attorney explains how each works, how they interact, and what the documentation requirements mean for deal structure.
Jun 2, 2026
You signed the LOI. Your attorney ran the UCC search and found an active blanket lien on all assets. Here is what to do next: payoff vs. UCC-3 termination vs. escrow holdback, how to use the discovery as a negotiation lever, and when a lien is a deal-condition vs. a deal-breaker.
Jun 2, 2026
A UCC lien search is the most important public-record search in any business acquisition. An M&A attorney explains what a UCC-1 is, where to search, why Delaware is the most dangerous jurisdiction to miss, and how to resolve active liens before closing.
Jun 2, 2026
Working capital adjustments are one of the most disputed provisions after closing. An M&A attorney explains the target calculation, true-up mechanics, locked box alternative, and how to protect yourself from working capital manipulation.
Jun 2, 2026
Compare the SEC direct registration path vs reverse merger for Michigan holding companies seeking OTCQB listing. Michigan blue sky, LARA, BCA requirements. Updated 2026.
May 9, 2026
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