Page 5 of 16. Practical M&A and securities guidance from deal counsel.
A detailed legal analysis of oil and gas reserves reporting and valuation in M&A: SEC Rule S-X 4-10 definitions, PRMS standards, standardized measure, 5-year PUD rule, reserve-based lending redetermination, and 10-K disclosure obligations.
Apr 18, 2026
USDA NOP transfers, SOE rule, FSMA preventive controls, supply-chain program diligence, FDA enforcement history, recall exposure, and labeling review in food M&A.
Apr 18, 2026
P&S Act trust, registration transfer, FSIS Grant of Inspection, HACCP diligence, prompt-payment rules, and recent USDA tournament/payment rulemaking in agribusiness deals.
Apr 18, 2026
A detailed legal analysis of SEC cyber disclosure rules for public companies in M&A: Form 8-K Item 1.05 four-day trigger, Regulation S-K Item 106 annual governance disclosures, materiality determination, national security delay exception, disclosure working groups, target incident integration, proxy and merger disclosures, NIS2 and NYDFS overlays, and class action exposure.
Apr 18, 2026
A detailed legal and tax analysis of Section 280E in cannabis M&A: COGS deduction mechanics, Section 471(c) inventory rules, cultivation vs dispensary differences, IRS enforcement history, holding company carve-outs, deal modeling, NOL interaction, basis step-up limitations under 280E, and rescheduling refund positioning.
Apr 18, 2026
A detailed legal analysis of the Section 280G private company shareholder vote cleansing process: eligibility requirements, waiver design, disclosure obligations under Treas. Reg. 1.280G-1 Q&A 7, the 75% vote threshold, who can vote, timing, conditional waivers, multi-payment allocation, failure paths, and R&W insurance exposure when a cleanse fails.
Apr 18, 2026
A detailed legal analysis of Section 363(f) free and clear sale orders in bankruptcy: the five statutory bases under 363(f)(1)-(5), environmental and CERCLA liability treatment, product liability successor claims, tort liability carveouts under Trans World Airlines, due process for future claimants, channeling injunctions, sale order drafting best practices, and post-sale efforts to pierce free and clear orders.
Apr 18, 2026
A deep legal analysis of stalking horse bidder protections in Section 363 bankruptcy sales: break-up fee ranges and the In re O'Brien standard, expense reimbursement caps, bid procedure mechanics, minimum overbid increments, no-shop provisions, fiduciary outs, topping bid mechanics, matching rights, auction choreography, and stalking horse leverage at auction across the Third Circuit, Delaware, and Southern District of New York.
Apr 18, 2026
State PUC approval standards, customer benefits commitments, ring-fencing, multi-state coordination, reliability and service quality conditions in utility mergers.
Apr 18, 2026
A detailed legal analysis of Subtitle D MSW landfill permit transfer mechanics in waste M&A: 40 CFR Part 258 framework, state primacy, airspace valuation, closure cost updates, financial assurance step-up, host community agreement review, and leachate and gas permit obligations.
Apr 18, 2026
Talent and artist contract diligence: anti-assignment, guild residuals, MFN cascades, profit participations, 360 deals, publishing splits, and transition issues.
Apr 18, 2026
RTO membership transitions, capacity obligations, interconnection queue transfers, FTR/ARR inheritance, credit support, and market monitor review in utility acquisitions.
Apr 18, 2026
A comprehensive guide to accredited investor verification requirements under SEC Rule 506(c): Rule 501(a) accredited investor definitions, 2020 SEC amendments adding securities license holders and family office employees, the four safe harbor verification methods, principles-based reasonable steps standard, third-party verification services, cryptocurrency and illiquid asset edge cases, foreign investor treatment, and integration with subscription documents.
Apr 17, 2026
A detailed legal analysis of add-on acquisition due diligence in roll-up transactions: standardized diligence playbooks, tiered scopes by deal size, corporate records, contract materiality thresholds, employment and non-compete review, IP chain of title, environmental triggers, tax diligence, data privacy, pending litigation, and post-closing integration handoff.
Apr 17, 2026
A comprehensive guide to antitrust remedy design in M&A transactions: structural versus behavioral remedies, divestiture package assembly, buyer approval, hold-separate arrangements, monitor trustees, consent decree approval under the Tunney Act and FTC Act, compliance monitoring, remedy breach penalties, sunset provisions, global coordination, and lessons from failed remedies.
Apr 17, 2026
A detailed legal analysis of bank holding company acquisitions: Federal Reserve Section 3 approval, Change in Bank Control Act filings, OCC and FDIC applications, CRA evaluation, antitrust review under 2024 DOJ guidance, deposit concentration limits, interstate merger considerations, and post-closing integration requirements.
Apr 17, 2026
Comprehensive guide to employee benefits plan assumption in M&A transactions. Covers 401(k) plan treatment, ERISA compliance, COBRA obligations, Section 280G golden parachutes, Section 409A deferred compensation, multiemployer pension withdrawal liability, ESOP targets, and retiree medical benefits for buyers and sellers in asset and stock deals.
Apr 17, 2026
A detailed legal analysis of FINRA Rule 1017 Continuing Membership Applications in broker-dealer M&A: when a CMA is required, the Rule 1014 evaluation standard, pre-filing strategy, application components, interim operating restrictions, state approvals, clearing agreement novation, U4 transfers, net capital computation, and supervisory controls integration.
Apr 17, 2026
Most businesses listed for sale never sell. Business exit planning done right - starting 3-5 years early - can double your sale price and cut deal-killing surprises. Here's the legal roadmap from experienced M&A counsel.
Apr 17, 2026
Business valuation multiples vary significantly by industry. This guide explains how HVAC, cleaning, landscaping, plumbing, electrical, restaurant, and professional services businesses are priced, and what drives multiple expansion or compression.
Apr 17, 2026
Buying an HVAC business involves contractor license transfer, EPA 608 compliance, service contract assignability, and SBA 7(a) structuring. A legal guide for buyers.
Apr 17, 2026
A structured legal guide to carve-out separation planning, covering employee identification and transfer mechanics, benefits plan separation, immigration, IP assignment, licensing back, brand and trademark separation, trade secrets, customer and vendor contracts, data separation, physical assets, real estate, records retention, systems and software, environmental permits, and regulatory license transfers.
Apr 17, 2026
Carve-out financial statements present unique challenges: allocated corporate overhead, pushdown accounting, stand-alone cost adjustments, and SEC Regulation S-X compliance. This guide covers Rule 3-05, carve-out income statement and balance sheet methodology, quality of earnings in carve-outs, working capital targets, normalized EBITDA, tax provision allocation, and closing financial statement true-up for M&A practitioners.
Apr 17, 2026
CFIUS review can condition, delay, or block foreign acquisitions of US businesses. This guide covers FIRRMA reform, covered transaction categories, mandatory filing triggers, declaration vs notice procedures, NSA negotiation, mitigation measures, divestiture orders, excepted foreign states, and pre-signing covenant obligations for cross-border M&A.
Apr 17, 2026
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