Page 7 of 17. Practical M&A and securities guidance from deal counsel.
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
Buying an existing franchise? Coordinate the purchase agreement, FDD review, franchisor consent and lease assignment before committing to closing.
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
A detailed legal analysis of healthcare facility licensure, certificate of need requirements, DEA registration transfers, CLIA certificates, accreditation retention, Medicare deemed status, 340B covered entity transfers, and workforce credentialing timelines in M&A transactions.
Apr 17, 2026
Complete legal framework for buying or selling a healthcare practice. Covers Stark Law, Anti-Kickback, CPOM, MSO structures, HIPAA, CHOW filings, DEA registration transfer, provider credentialing, and physician non-competes.
Apr 17, 2026
HIPAA compliance is a structural requirement in every healthcare acquisition, affecting timelines, deal structure, and post-close integration. This guide covers business associate agreement mechanics, asset vs stock purchase effects on HIPAA obligations, PHI transfer rules, breach history diligence, Security Rule analysis, and the reps and warranties buyers require at close.
Apr 17, 2026
Comprehensive legal guide to acquiring hospitality groups and multi-unit restaurant portfolios: holdco/opco structures, add-on playbooks, chef-partner equity, franchisee group FDD consent chains, hotel PIP funding, debt stack layering, and post-close governance.
Apr 17, 2026
Every financing option for buying a business - SBA 7(a) loans, seller financing, ROBS, mezzanine debt - with current rates, real deal examples, and blended structures for $1M-$5M acquisitions.
Apr 17, 2026
Foreign buyers acquiring US companies face sector-specific ownership restrictions in communications, aviation, maritime, defense, nuclear, banking, insurance, energy, agriculture, real estate, healthcare, education, and gaming. This guide covers FCC limits, CFIUS interplay, FAA actual control tests, Jones Act, ITAR, NRC FOCI, BHC Act, Form A filings, FERC 203, AFIDA, state farmland laws, and mitigation structures including proxy agreements and special security agreements.
Apr 17, 2026
How to file and defend indemnification claims in M&A transactions. Covers claim notice requirements, third-party claims, defense control, escrow interaction, RWI claims, and dispute resolution paths.
Apr 17, 2026
Caps, baskets, survival periods, and escrow set who bears M&A risk after closing. See who an indemnity escrow benefits and bank guarantee alternatives.
Apr 17, 2026
A detailed legal analysis of independent sponsor deal economics: closing fee ranges, management fee structures, transaction fees for add-ons, board and monitoring fees, promote tiers and catch-up provisions, preferred return norms, GP commitment expectations, LP consent rights, broker-dealer registration risk, SEC regulation, and typical diligence timelines.
Apr 17, 2026
A detailed legal and operational analysis of integration governance for multi-entity roll-ups: holdco board and committee structure, subsidiary officer appointments, shared services agreement design, intercompany transfer pricing, ERP consolidation, delegation of authority matrices, chart of accounts harmonization, financial reporting packages, benefits plan harmonization, debt covenant tracking, investor reporting cadence, and a 30/60/90-day integration playbook for each add-on.
Apr 17, 2026
IP chain of title is the central diligence question in every technology acquisition. This guide covers employee and contractor IP assignment, open source compliance, patent and trademark review, trade secret protection, and perfecting assignment at close.
Apr 17, 2026
A detailed legal analysis of intellectual property diligence in technology M&A: chain of title, employee and contractor IP assignment agreements, prior employer claims, patent portfolio review, trademark diligence, trade secret programs, license-in and license-out analysis, IP indemnification, and post-closing USPTO recordation.
Apr 17, 2026
A detailed legal analysis of corporate governance requirements for IPO companies: NYSE and Nasdaq listing standards, majority independent board, audit and compensation committee composition, phase-in periods, dual-class share structures, anti-takeover provisions, proxy access, and ESG committee considerations.
Apr 17, 2026
A comprehensive guide to JV deadlock definition and escalation, Russian roulette and Texas shootout buy-sell provisions, push-pull mechanics, put-call options, mandatory buyout triggers, fair value appraisal procedures, ROFR, tag-along, drag-along, termination events, IP allocation on exit, wind-up, and post-dissolution obligations.
Apr 17, 2026
A comprehensive guide to joint venture formation, entity selection, operating agreement drafting, governance models, reserved matters, fiduciary duty waivers, and officer indemnification. Covers LLC vs. corporation vs. LP decisions, management committee structure, budget approval, and foundational reps at JV formation.
Apr 17, 2026
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