Legal Insights

Page 4 of 17. Practical M&A and securities guidance from deal counsel.

Data Privacy Diligence in M&A: GDPR and CCPA Risks

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

Distressed M&A and Section 363 Bankruptcy Sales: Legal Guide

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

Energy and Oil & Gas M&A: Legal Guide | Acquisition Stars

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

Equity Rollover and Section 83 Election Planning in M&A

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

ESOP Target Diligence: Adequate Consideration in M&A

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

FDA Approval Transfer in Pharmaceutical M&A

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

FERC Approval of Natural Gas Pipeline and Storage M&A

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

Form A Filings for Insurance Company Acquisitions

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

Form E Pre-Acquisition Competition Notifications

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

Franchise Agreement Assignment, Transfer Fees, and ROFR

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

FDD Item 23 Disclosure in Change-of-Control Franchise Deals

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

Hotels and Hospitality M&A Legal Guide (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

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