Page 7 of 16. Practical M&A and securities guidance from deal counsel.
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
Indemnification provisions determine who bears the risk after closing. Learn how caps, baskets, survival periods, escrow holdbacks, and RWI interact in M&A purchase agreements.
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
Law firm mergers and acquisitions raise distinct ethical obligations under Model Rules 1.17, 1.5, 1.10, 5.4, and 5.6. This guide covers deal structures, conflict checks, client notice and consent, trust account transfer, tail coverage, and partner integration across multi-state firm combinations.
Apr 17, 2026
Liquor license transfer in restaurant acquisitions involves state ABC commission approvals, person-to-person and premises-to-premises transfer types, escrow holds, conditional closings, interim management agreements, quota caps, dram shop liability, SBA financing, and chain portfolio transfers. This guide covers the complete framework buyers and sellers need before signing.
Apr 17, 2026
A detailed legal analysis of limited partnership agreement key terms for private equity funds: capital commitment mechanics, drawdown notices, management fee structures and offsets, carried interest economics, preferred return and hurdle rates, European and American waterfall structures, GP clawback obligations, and ILPA reporting standards.
Apr 17, 2026
A detailed legal analysis of LP secondary sales and tender processes in private equity funds: auction structure, pricing mechanics, purchase agreement key terms, GP consent and ROFR under the LPA, side letter assignment and MFN implications, buyer KYC, tax treatment for sellers and buyers including Section 751 look-through, deferred consideration, tender offer mechanics, and post-closing obligations.
Apr 17, 2026
A detailed legal analysis of Medicare and Medicaid provider transfers in healthcare M&A: change of ownership rules, CMS 855 enrollment forms, stock vs asset purchase Medicare implications, CHOW assumption of provider agreements, tie-in notice, the 36-month rule for home health and hospice, Medicaid state enrollment, billing privilege gaps, successor liability for overpayments, escrow for payor recoupments, Medicare Advantage contract assignment, and managed Medicaid plan novation.
Apr 17, 2026
Multi-unit and area development franchise acquisitions involve legal structures, development schedules, cross-collateralization, and exit mechanics that single-unit buyers never face. This guide covers the complete legal framework for portfolio-scale franchise deals.
Apr 17, 2026
Non-compete and non-solicit covenants in M&A need separate analysis under sale-of-business law versus employment law. Covers the FTC Non-Compete Rule.
Apr 17, 2026
A detailed legal analysis of open source software compliance in technology M&A: license categories, GPL virality, AGPL network copyleft, SBOM and composition analysis, audit tools, common findings, remediation options, OSS representations and warranties, and post-closing governance.
Apr 17, 2026
A structured legal guide to out-of-court distressed M&A transactions, covering Assignment for the Benefit of Creditors under Delaware and California law, Article 9 UCC foreclosure sales, the commercially reasonable manner standard, friendly Article 9 dispositions, state court and federal equity receiverships, workout structures, exchange offers, deep-discount debt acquisitions, and successor liability exposure outside Chapter 11.
Apr 17, 2026
We engage selectively with clients who value thorough counsel. Senior attorney Alex Lubyansky works directly on every matter.