Page 6 of 16. Practical M&A and securities guidance from deal counsel.
Consulting and agency acquisitions turn on retention, not just price. This guide covers earnout architecture keyed to client-retained metrics, founder dependency discounts, MSA assignability, AOR consent, creative IP assignment, independent contractor risk, non-solicit tiers, rollover equity, and reps and warranties tailored to professional services transactions.
Apr 17, 2026
A structured legal guide to joint venture contribution mechanics, capital call procedures, dilution protection, preemptive rights, IP and brand contributions, revenue and waterfall distributions, tax distributions, Section 704(b) and 707 allocations, reinvestment obligations, distribution timing, transfer restrictions, tag-along and drag-along rights, and permitted transfers.
Apr 17, 2026
CPA and accounting firm acquisitions involve state board ownership requirements, alternative practice structures, private equity roll-up dynamics, SEC and PCAOB independence rules, IRS Circular 230, partner capital buyouts, WIP treatment, and client concentration haircuts. This guide covers the full legal and structural framework.
Apr 17, 2026
A detailed legal analysis of the de-SPAC business combination process: target identification, LOI key terms, merger structure, valuation methodologies, PIPE financing, minimum cash conditions, non-redemption agreements, sponsor earn-back structures, antitrust and CFIUS review, shareholder approvals, and closing mechanics.
Apr 17, 2026
Earnout disputes are the most litigated post-closing issue in M&A. Learn why they happen, what triggers them, and how to resolve or avoid them through better drafting and dispute resolution mechanics.
Apr 17, 2026
Environmental diligence in manufacturing acquisitions covers Phase I and Phase II ESAs, CERCLA liability defenses, RCRA compliance, state brownfield programs, environmental indemnities, and pollution insurance. This guide covers the complete framework buyers and sellers need before signing.
Apr 17, 2026
Hard assets define manufacturing acquisitions. This guide covers owned equipment title searches and liens, equipment lease assignment and novation, capital vs operating lease treatment, sale-leaseback structures, real property diligence, UCC searches, personal property tax, fixture disputes, and equipment warranty transfers.
Apr 17, 2026
ESOP trustees carry statutory fiduciary duties under ERISA that expose them to personal liability if the process is deficient. This guide covers the ERISA 404(a)(1) prudence and loyalty standard, prohibited transaction exemptions under 408(e), trustee selection, fairness opinion review, DOL enforcement patterns, fiduciary liability insurance, and the post-close duty to participants.
Apr 17, 2026
The ESOP capital stack combines senior bank debt, mezzanine financing, seller notes, and the internal ESOP loan to fund the purchase of employer stock. This guide covers seller note terms, warrant structuring, coverage ratios, S-corp distributions, bank covenants, distressed ESOP restructuring, 1042 replacement property timing, and escrow mechanics.
Apr 17, 2026
ERISA Section 408(e) requires that an ESOP pay no more than adequate consideration for employer securities. This guide covers the DOL 1988 Proposed Regulation, the 2022 Proposed Valuation Rule, income and market valuation approaches, control premium analysis, normalized earnings, marketability discounts, valuation firm independence, fairness opinions, and annual repurchase obligation sustainability.
Apr 17, 2026
SBA 7(a) financing is widely used in search fund and ETA acquisitions, but eligibility rules, affiliation analysis, seller note standby requirements, and SOP compliance create traps that sink deals late. This guide covers every structural requirement.
Apr 17, 2026
A structured three-year exit readiness assessment covers financials, management depth, customer concentration, legal housekeeping, and sell-side quality of earnings. Learn what buyers scrutinize and how to close the gaps before going to market.
Apr 17, 2026
Transferring a family business requires coordinated legal, tax, and estate planning. This guide covers GRATs, installment sales, IDGTs, family limited partnerships, voting versus economic splits, and IRS appraisal requirements for intra-family business transfers.
Apr 17, 2026
The Franchise Disclosure Document contains 23 Items that govern every material aspect of the franchisor-franchisee relationship. This checklist walks through each critical Item, explains what buyers must look for, and identifies the patterns that signal risk before a franchise agreement is signed.
Apr 17, 2026
FIRPTA imposes a 15% withholding obligation on buyers acquiring US real property interests from foreign sellers. This guide covers IRC 1445 and 897, USRPHC testing, stock vs asset sale treatment, withholding exemptions, closing compliance forms 8288 and 8288-B, treaty elections, seller planning with blocker structures, 338(h)(10) interaction, and state withholding overlays.
Apr 17, 2026
A comprehensive guide to Form D filing requirements under Regulation D, EDGAR access and Form ID registration, amendment triggers, federal preemption under NSMIA, state notice filing mechanics across all jurisdictions, California DFPI limited offering exemptions, New York Martin Act considerations, state-specific deadlines and fees, late filing penalties and remediation, and post-offering compliance strategy for securities counsel.
Apr 17, 2026
Form S-1 registration statement explained: confidential submission, prospectus structure, MD&A requirements, and the SEC comment letter process.
Apr 17, 2026
A detailed legal analysis of founder protective provisions and board rights in venture-backed companies: board composition progression, protective provision scope, founder vesting and acceleration, drag-along mechanics, dual-class structures, CEO removal rights, and how founders negotiate these terms from Series A through Series C.
Apr 17, 2026
Complete legal walkthrough of buying a franchise: FDD review, territory rights, SBA financing, multi-unit agreements, resale transfers, and post-term non-competes. What you need to know before signing.
Apr 17, 2026
Franchise resales require franchisor consent, ROFR compliance, transfer fees, training obligations, remodel requirements, and new guarantee execution. This guide covers every legal step for buyers and sellers navigating a franchise transfer.
Apr 17, 2026
A comprehensive guide to Rule 13e-3 going-private transactions: Schedule 13E-3 filing requirements, fairness disclosure obligations, the MFW cleansing framework and its six conditions, special committee formation, majority-of-minority vote provisions, appraisal rights under DGCL Section 262, Delaware entire fairness review, and SEC comment practice for controller mergers and buyout transactions.
Apr 17, 2026
Everything founders need to know about going public in 2026: reverse mergers, OTCQB listing requirements, SEC reporting, blue sky compliance, and legal timelines.
Apr 17, 2026
A detailed legal analysis of GP-led continuation fund transactions: single-asset and multi-asset CV structures, rollover vs. cash option mechanics, fairness opinion requirements, LPAC consent process, SEC Private Fund Adviser Rule compliance, carried interest reset, stapled primary commitments, and tax structuring under Section 351 and partnership merger rules.
Apr 17, 2026
A detailed legal analysis of general partner and management company entity formation for private equity sponsors: the two-entity structure, Delaware LLC rationale, separation of GP and management company, SEC registration, GP commitment funding, management fee waiver mechanics, carried interest allocation, profits interests, vesting schedules, Section 1061 three-year holding period, and state PTET elections.
Apr 17, 2026
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