Page 3 of 17. Practical M&A and securities guidance from deal counsel.
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
Understand caps, tipping baskets, deductibles, exclusions and survival periods, with a clearly labeled hypothetical example for business buyers and sellers.
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
One fictional lien finding against a seller, followed from the search hit to the payoff, release and closing record. A cluster page under the legal due diligence hub for business buyers.
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
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: 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 and the UCC search found an active financing statement. Here is what a payoff letter, a release and a UCC-3 termination each prove, how priority works, and the closing evidence a buyer should have before funding.
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 the state of organization matters, and how to resolve active liens before closing.
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
Selling a Michigan manufacturing business involves state-specific tax, successor liability, and environmental rules. Updated 2026 by M&A attorney Alex Lubyansky.
May 9, 2026
A detailed legal analysis of 401(k) plan integration strategies following an acquisition: plan merger, freeze, and pre-closing termination; anti-cutback rules under IRC 411(d)(6); the same-desk rule and Rev. Rul. 2002-42; successor plan rule; distributable events; Roth balances; participant loans; blackout periods; SOX 306; nondiscrimination testing; and 5500 audit obligations.
Apr 18, 2026
A detailed legal and operational guide to hotel M&A diligence: ADR, RevPAR, GOPPAR benchmarking, STR and Kalibri Labs data, FF&E reserve adequacy, PIP cost scoping, ADA compliance, environmental review, labor audit, and technology stack assessment.
Apr 18, 2026
A detailed legal analysis of cannabis Management Services Agreements (MSA), brand licensing mechanics, fee structure variance across states, ownership and control triggers, alternative investment vehicles, convertible notes, call options, holding company strategies, cross-jurisdiction MSO expansion, SEC securities implications, and 280E tax considerations for non-plant-touching cannabis participation.
Apr 18, 2026
A detailed legal analysis of cannabis state license transfers and change-of-ownership approvals: transferable vs. non-transferable regimes, direct transfer vs. entity acquisition, beneficial ownership thresholds, suitability review, pre-approval operating restrictions, interim operating agreements, local jurisdiction consents, community benefit plans, and regulatory reverse termination fees across CA, CO, IL, NY, NJ, FL, MI, NV, MA, OH, and AZ.
Apr 18, 2026
A detailed legal analysis of CERCLA 42 USC 9607 PRP liability in waste management acquisitions: joint and several liability, BFPP defenses, AAI Phase I ESA standards, PFAS designation, RCRA corrective action, state Superfund programs, RWI exclusions, and environmental insurance structures.
Apr 18, 2026
Buying a cleared business with foreign backing? Map CFIUS and facility-clearance restrictions before agreeing to governance and integration terms.
Apr 18, 2026
A detailed legal analysis of CFIUS jurisdiction over real estate under 31 CFR Part 802: covered real estate definitions, proximity zones, Appendix A installations, property rights triggering review, excepted transactions, urbanized area and private residence exceptions, REIT structures, data center overlaps, voluntary filing strategy, and 2024 regulatory amendments.
Apr 18, 2026
A detailed legal analysis of CIC severance, retention agreements, and transaction bonuses in M&A: single vs double trigger, good reason and cause definitions, severance tiers, 409A short-term deferral, 280G allocation, working capital treatment of comp liabilities, and post-closing plan integration.
Apr 18, 2026
A detailed legal analysis of clinical trial diligence in pharma M&A: IND sponsor transfer, CTA assignment, TMF review, protocol integrity, IRB re-approval, adverse event reporting continuity, and investigator agreement assumption.
Apr 18, 2026
We engage selectively with clients who value thorough counsel. Senior attorney Alex Lubyansky leads every matter.
Before you go
Talk through your transaction with Alex Lubyansky at no cost. Submit your transaction details and the team will confirm next steps.
Request Your Free ConsultationOr call (248) 266-2790