Page 8 of 17. Practical M&A and securities guidance from deal counsel.
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
Forming a joint venture? Coordinate decision rights, conflicts and exit terms so the operating agreement answers who can act when the parties disagree.
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
LP agreement key terms for private equity funds: capital commitments, management fees, carried interest, hurdle rate, waterfalls, GP catch-up, and clawback.
Apr 17, 2026
How an LP sells a private equity fund interest: the sale process, auction structure, pricing, GP consent, right of first refusal, and sale agreement terms.
Apr 17, 2026
Legal framework for multi-unit and area development franchise deals: development schedules, cross-collateralization, and portfolio exit mechanics.
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
How buyers audit open source software in an acquisition: GPL and AGPL risks, scan tools, common findings, fixes, and the contract terms that cover them.
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
Owned real estate in M&A requires parallel diligence on title commitments, ALTA surveys, Phase I and Phase II ESAs, zoning compliance, and property tax obligations. This guide covers Schedule B-II exceptions, recognized environmental conditions, TIF agreements, mineral rights, mechanic's liens, wetlands, and title insurance endorsements for business acquisitions involving owned property.
Apr 17, 2026
Buying a business with seller rollover? Resolve who contributes the assets, where the seller holds equity, and how the purchase, governance and next acquisition fit together.
Apr 17, 2026
Merger proxy and merger vote: Schedule 14A, preliminary proxy and SEC review, Rule 14a-9, record date, broker non-votes, ISS and Glass Lewis, adjournment.
Apr 17, 2026
A quality of earnings report validates the earnings number your purchase price is built on. Learn what QoE covers, who orders it, how lenders use the findings, and what happens when the numbers shift.
Apr 17, 2026
Compare investor outreach, purchaser eligibility, verification and notice filings under Rule 506(b) and Rule 506(c), with links to current SEC guidance.
Apr 17, 2026
A detailed legal analysis of RIA M&A transactions: Section 205(a)(2) assignment prohibition, direct and indirect assignment triggers, negative consent mechanics, affirmative consent requirements, ADV amendment timing, custody rule implications, IAR transitions, books and records transfer, state notice filings, and successor adviser liability.
Apr 17, 2026
Restaurant lease assignment in M&A involves landlord consent standards, recapture rights, transfer fees, guaranty rollover, SNDA agreements, tenant estoppel certificates, change of ownership triggers, exclusive use clauses, rent escalation on transfer, ADA obligations, and holdover risk. This guide covers the complete legal framework for buyers and sellers.
Apr 17, 2026
Evaluate a seller rollover: reconcile cash proceeds, equity class, dilution and exit rights before accepting an ownership percentage with unclear economics.
Apr 17, 2026
A structured legal guide to the representations and warranties insurance claims process, covering prompt notice requirements, claim documentation, insurer reservation of rights, third-party defense obligations, first-party loss proof, common claim types including financial statement and tax rep claims, loss measurement, expert witnesses, mediation and arbitration, coverage denial remedies, and claims statistics.
Apr 17, 2026
Representations and warranties insurance policy economics turn on retention levels, coverage limits, knowledge scrapes, the definition of loss, policy periods, and premium calculation. This guide covers each economic term, how they interact with the purchase agreement, and how buyers negotiate favorable structures in middle-market and upper-market M&A transactions.
Apr 17, 2026
Buying a business with RWI? Resolve diligence gaps, policy exclusions and seller obligations before binding coverage or accepting an uncovered closing risk.
Apr 17, 2026
SaaS companies are valued on revenue multiples, not EBITDA. This guide explains the metrics that drive those multiples: ARR, NRR, Rule of 40, CAC payback, gross margin, customer concentration, contract length, churn, and deferred revenue mechanics at close.
Apr 17, 2026
A detailed legal analysis of SaaS customer contract assignment and change-of-control clauses in M&A: assignability language, stock vs. asset deal impact, anti-assignment defaults, MFC clause exposure, customer consent strategy, data processing agreement novation under GDPR Article 28 and CCPA, SLA carryover, audit rights transfer, and closing conditions tied to customer consent thresholds.
Apr 17, 2026
Sale-leaseback transactions in M&A separate operating company value from real property and can fund a portion of the deal. This guide covers cap rate mechanics, OpCo-PropCo structure, triple-net lease terms, FASB ASC 842, tax treatment for buyers and sellers, investor buyer landscape, and due diligence scope for sale-leaseback closings.
Apr 17, 2026
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