FCC Broadcast License Transfer Approval in Media M&A
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
Page 4 of 16. Practical M&A and securities guidance from deal counsel.
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
A practical legal guide to gun-jumping risk in M&A transactions: Section 7A HSR theory, Sherman Act Section 1 theory, clean team design, competitively sensitive information categories, interim operating covenants, customer and vendor outreach, integration planning, enforcement history, and closing-day compliance.
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
A detailed legal analysis of HSR filing thresholds: size-of-transaction test mechanics, size-of-person exceptions, 2026 threshold updates and annual indexing, UPE identification, asset valuation, voting securities and LLC interest treatment, contingent consideration, aggregation rules, the 5-year look-back, and common exemptions for M&A practitioners.
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
Owner-operator classification diligence: AB5, FAAAA preemption, DOL 2024 rule, Truth in Leasing, successor liability, indemnity structures, and arbitration clauses.
Apr 18, 2026
A detailed legal analysis of post-closing holding company obligations after an insurance M&A transaction: the extraordinary dividend formula and state variants, Form B annual registration, Form C and Form D intercompany agreement filings, Form F enterprise risk reporting, ORSA, capital extraction planning, and ongoing compliance governance.
Apr 18, 2026
A detailed legal analysis of AAPL JOA interest transfers: preferential rights, tag-along rights, non-consent election, AMI continuation, JIB reconciliation, assignment versus farmout structures, and non-operator consent mechanics.
Apr 18, 2026
A comprehensive legal guide to life sciences and pharmaceutical M&A: FDA approval transfer, contingent value rights, clinical trial diligence, IND/CTA transfer, patent cliff valuation, Hatch-Waxman and BPCIA exclusivity, FTC pharma second requests, Medicaid rebate and 340B compliance, DEA registered-activity transfer, and NDA/BLA holder substitution.
Apr 18, 2026
A detailed legal analysis of acquiring a multi-unit franchise operator: unit-level and portfolio-level diligence, franchise agreement abstracting, remaining-term and renewal analysis, EBITDA normalization, capex cycle review, cross-default provisions, bundled consent mechanics, staged closings, escrow holdbacks, lease assignment coordination, multi-state employee diligence, deferred closing structures, ROFR coordination, and inter-franchisor consent management for multi-brand portfolio acquisitions.
Apr 18, 2026
A detailed legal analysis of multiemployer pension withdrawal liability in M&A transactions: MPPAA statutory framework, assessment methods, complete and partial withdrawal triggers, the Section 4212(c) asset sale safe harbor, purchaser bond mechanics, seller secondary liability, controlled group exposure, indemnification structures, escrow sizing, and R&W insurance treatment.
Apr 18, 2026
A legal analysis of MSW hauling contract assignment in waste management M&A: municipal franchise consent, performance bonds, Teamsters CBA successor obligations, antitrust scrutiny, commercial account concentration, and customer contract novation mechanics.
Apr 18, 2026
Catalog diligence: chain-of-title, termination rights, work-for-hire, MLC mechanicals, PRO performance rights, sync licensing, royalty accounting, and reps & warranties.
Apr 18, 2026
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