Page 3 of 17. Practical M&A and securities guidance from deal counsel.
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. 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
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
A detailed legal analysis of CFIUS mandatory declaration requirements for TID businesses: the two filing triggers, TID business identification under critical technology, critical infrastructure, and sensitive personal data criteria, declaration content, the 30-day review clock, no-action letters, penalty exposure for failure to file, and excepted investor exclusions.
Apr 18, 2026
A CFIUS mitigation agreement is a binding contract CFIUS requires as a condition of clearing a foreign investment that poses a national security risk.
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
A detailed legal analysis of contingent value rights in pharma M&A: regulatory and sales milestone triggers, commercially reasonable efforts obligations, tax treatment, SEC registration, CVR trustee duties, and litigation risk under Delaware law.
Apr 18, 2026
CRA protest exposure in bank mergers: ratings review, public comment, community benefit agreements, fair lending diligence, and 2023 modernization rule. Partner-led counsel.
Apr 18, 2026
A detailed legal analysis of Section 363(k) credit bidding rights: the statutory right to bid up to face value, cause-based limitations, Philadelphia Newspapers and Fisker cap doctrine, RadLAX Supreme Court ruling, loan-to-own strategies, syndicated loan coordination, intercreditor conflicts, second lien rights, deficiency claims, tax consequences, sub rosa plan concerns, and good faith requirements under Section 363(m).
Apr 18, 2026
A detailed legal analysis of cyber and data privacy representations and warranties in M&A: standard cyber reps, data privacy reps, materiality and knowledge qualifiers, survival periods, indemnity caps and baskets, escrow sizing for cyber exposure, R&W insurance scope and exclusions, disclosure schedule discipline, and coordination of cyber insurance with the indemnity stack.
Apr 18, 2026
A detailed legal analysis of data privacy diligence in M&A transactions: scoping controller and processor relationships, data mapping, GDPR lawful basis, EU-to-US transfers under SCCs and the Data Privacy Framework, Schrems II DTIAs, CCPA/CPRA and state privacy patchwork, HIPAA, GLBA, COPPA, BIPA, DPA vendor flow-downs, ad-tech diligence, post-close privacy notice integration, breach notification timelines, and remediation planning.
Apr 18, 2026
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