OEM Consent and Manufacturer Approval in Dealership M&A
Franchise agreement consent, ADDCA framework, dealer principal qualification, facility commitments, manufacturer ROFR, and closing mechanics in auto dealership acquisitions.
Apr 18, 2026
Page 4 of 17. Practical M&A and securities guidance from deal counsel.
Franchise agreement consent, ADDCA framework, dealer principal qualification, facility commitments, manufacturer ROFR, and closing mechanics in auto dealership acquisitions.
Apr 18, 2026
State franchise statutes, Relevant Market Area protest rights, motor vehicle board administrative hearings, good cause standards, change-of-ownership protections.
Apr 18, 2026
A comprehensive legal guide to distressed M&A and Section 363 bankruptcy sales covering the automatic stay, stalking horse bidder mechanics, break-up fees, credit bidding, free and clear sale orders, successor liability, executory contract assumption, Section 1113 CBA treatment, environmental liabilities, 363(m) finality, and committee participation.
Apr 18, 2026
CSA SMS BASICs, DOT safety ratings, intervention thresholds, preventability determinations, remediation plans, and pricing safety risk in motor carrier M&A.
Apr 18, 2026
A comprehensive legal guide to energy and oil & gas M&A: upstream asset transfers, mineral interest conveyance, joint operating agreement assignments, preferential rights and tag-along rights, FERC approval of pipeline and storage transactions, SEC reserves reporting diligence, BOEM offshore lease transfers, and state oil and gas commission notifications.
Apr 18, 2026
A detailed legal analysis of equity rollover, Section 83(b) and 83(i) election planning in M&A transactions: continuity of interest, PE rollover mechanics, profits interest vs capital interest, 83(b) for nonvested stock, 83(i) for private company employees, ISO/NQSO treatment, QSBS preservation, parachute payment coordination, and liquidity rights for rolled holders.
Apr 18, 2026
A legal analysis of ESOP target diligence in M&A: ERISA 408(e) prohibited transaction framework, adequate consideration, independent trustee fiduciary process, valuation discipline, DOL process agreements, repurchase obligations, S-corp ESOP planning, 1042 rollover, leverage formulas, post-closing termination, and R&W insurance structuring.
Apr 18, 2026
Farmland M&A: AFIDA reporting, state foreign ownership restrictions, tenant leases, CRP/CSP carry-forward, water and mineral rights diligence, and closing mechanics.
Apr 18, 2026
FCC Title III consent, assignment and transfer applications, ownership attribution, foreign ownership limits, character qualifications, and closing mechanics in broadcast M&A.
Apr 18, 2026
A detailed legal analysis of FDA-approved product transfer in pharmaceutical M&A: NDA holder change notification, BLA holder substitution, ANDA transfer, REMS continuation, Orange Book updating, DMF reference rights, and pharmacovigilance handoff.
Apr 18, 2026
Bank Merger Act filings, FDIC jurisdiction, DOJ competitive review, branch divestitures, failed bank P&A transactions, deposit insurance continuity. Partner-led counsel.
Apr 18, 2026
BHC Act Section 3 applications: the 5-factor FRB test, FR Y-3 package, public comment period, commitments, and post-closing conditions. Partner-led banking M&A counsel.
Apr 18, 2026
A detailed legal analysis of FERC jurisdiction and approval for natural gas pipeline and storage transactions: Section 7(b) abandonment, Section 7(c) certificate transfers, affiliate standards of conduct, rate treatment, and merger policy statements.
Apr 18, 2026
FPA Section 203 filings: jurisdictional transactions, four-factor analysis, hold-harmless commitments, ring-fencing, intervention procedures, and post-approval obligations.
Apr 18, 2026
Floor plan lender payoff, UCC Article 9, sales out of trust, captive finance coordination, MSO/title diligence, and post-closing compliance in auto dealership M&A.
Apr 18, 2026
FMCSA operating authority transfers: MC/FF/MX numbers, OP-1 applications, BMC bonds, process agents, broker and freight forwarder authority, and closing mechanics.
Apr 18, 2026
A detailed legal analysis of Form A change-of-control filings under the NAIC model holding company act: required content and attachments, biographical affidavits, source of funds disclosure, five-year projections, plan of operation, public vs confidential treatment, 60-day pendency, hearing rights, disapproval standards, domestic regulator coordination, multi-state lead state strategy, HSR and CFIUS interplay, and post-closing Form B and ongoing reporting obligations.
Apr 18, 2026
A detailed legal analysis of Form E pre-acquisition competition notifications in insurance M&A: the Competition with Insurers Model Act, market concentration triggers, HHI analysis, Form E content requirements, state regulator review timing, prohibited acquisition standards, safe harbors, coordination with Form A and HSR, public hearings, and remedies for failed or incomplete filings.
Apr 18, 2026
A detailed legal analysis of franchise agreement assignment and transfer provisions: consent triggers, buyer qualification requirements, transfer fee ranges, right of first refusal mechanics and chilling effects, ROFR waiver and exercise procedures, franchisor-imposed closing conditions, partial transfer scenarios, deemed consent clauses, escrow holdbacks, litigation risk for unreasonable consent withheld, and state franchise relationship laws constraining franchisor discretion in Iowa, Minnesota, Washington, New Jersey, and California.
Apr 18, 2026
A detailed legal analysis of FTC Franchise Rule obligations when a franchisor is acquired: material change triggers for FDD amendment, Item 1 parent and predecessor disclosure, Item 23 receipt mechanics, state registration carryover and amendment filings in all thirteen registration states, franchisee sales gap during amendment pendency, renewal registrations under new ownership, audited financial statement inheritance, liability assumption for pre-close franchisee claims, FTC no-action positions, and franchisor seller representations about registration status in transaction documents.
Apr 18, 2026
Gun-jumping in M&A: pre-closing decision examples, clean-team controls, independent operations, and lessons from DOJ enforcement.
Apr 18, 2026
A comprehensive legal guide to hotels and hospitality M&A in 2026: franchise agreement transfers, PIP negotiation, hotel management agreement assignment, liquor license transfer, union CBA successorship, real estate diligence, ADA compliance, operating metrics, environmental review, tax structuring, cyber and guest data obligations, OTA contract analysis, and closing mechanics.
Apr 18, 2026
2026 HSR thresholds: $133.9M size-of-transaction base, $535.5M upper limit, $267.8M and $26.8M size-of-person tests. Effective February 17, 2026. Source: FTC.
Apr 18, 2026
A detailed legal analysis of the HSR Second Request process: issuance signals, specification anatomy, the Model Timing Agreement, custodian selection, search term negotiations, document productions, privilege log discipline, investigational hearings, certifying substantial compliance, modified Second Requests, front-office engagement, consent orders, divestiture remedies, and litigation posture.
Apr 18, 2026
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