Page 5 of 17. Practical M&A and securities guidance from deal counsel.
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
Facing an HSR Second Request? Organize the response and reconcile statutory periods, timing commitments and closing conditions.
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
Buying upstream assets? Reconcile reserve reports, PUD development assumptions and lender requirements before setting price and closing terms.
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 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
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