Page 8 of 16. Practical M&A and securities guidance from deal counsel.
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
A detailed legal analysis of platform seller rollover equity in M&A transactions: tax-free rollover mechanics under Section 351, Section 368, and LLC contribution, dual-class structures, vesting and bad leaver provisions, minority protections, put/call rights, K-1 pass-through taxation, exit waterfall participation, and common structural pitfalls.
Apr 17, 2026
A detailed legal analysis of proxy solicitation requirements for merger votes: Exchange Act Section 14(a), Schedule 14A content requirements, preliminary vs. definitive proxy filing, SEC review process, Rule 14a-9 anti-fraud standard, material omission standards, record date and broker non-vote mechanics, ISS and Glass Lewis recommendations, institutional investor outreach, Delaware voting requirements, meeting mechanics and adjournment, and banker engagement disclosure.
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
A detailed legal analysis of Regulation D Rule 506(b) and Rule 506(c) private placement exemptions: general solicitation prohibition, non-accredited investor allowances, JOBS Act history, verification standards, disclosure obligations, integration doctrine, demo day exceptions, state preemption under NSMIA, and strategic considerations for issuers choosing between the two exemptions.
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
Rollover equity lets selling owners retain a minority stake in the business after closing. Learn how rollover percentages, tax treatment, shareholder protections, and exit rights work in search fund and PE-backed deals.
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
RWI underwriting moves from a non-binding indication through the underwriting call and diligence review to binding. Covers standard exclusions.
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
SDE and EBITDA are not interchangeable. Understanding which metric applies to your deal, how each is calculated, and why multiples differ is essential before any acquisition negotiation.
Apr 17, 2026
A detailed legal analysis of search fund investor agreements: the traditional two-step capital structure, search capital PPM and subscription terms, step-up mechanics on conversion, acquisition capital pro rata rights, searcher vesting tranches, non-compete obligations, deal acceptance process, preferred equity terms at closing, and post-closing governance.
Apr 17, 2026
How carry and step-up mechanics work in traditional search fund sponsor equity structures. Covers the two-stage structure, search capital, acquisition stage step-ups, carry vesting, good leaver provisions, preferred returns, board composition, and exit waterfalls.
Apr 17, 2026
A detailed legal analysis of post-acquisition governance for search fund and independent sponsor CEOs: board composition, searcher equity grants and vesting, anti-dilution protection, preferred equity governance rights, CEO employment agreements, seller rollover equity, add-on acquisition authority, capital call provisions, exit waterfall mechanics, D&O insurance, and dispute resolution.
Apr 17, 2026
A detailed legal analysis of Exchange Act reporting obligations for newly public companies: Section 12 and 15(d) registration triggers, Form 10-K, 10-Q, and 8-K requirements, Section 16 insider reporting, Regulation FD, Rule 10b-5, 10b5-1 trading plans, Rule 144 resales, proxy statement mechanics, Schedule 13D and 13G beneficial ownership reporting, and PSLRA safe harbor for forward-looking statements.
Apr 17, 2026
A comprehensive guide to the antitrust second request process, including the initial HSR waiting period, the scope and timing of second requests, substantial compliance standards, 2021 heightened enforcement environment, agency document and deposition demands, privilege log obligations, divestiture negotiation, consent decree architecture, FTC Part 3 administrative litigation, Section 7 preliminary injunction practice, and international coordination with foreign competition authorities.
Apr 17, 2026
A legal analysis of conflicts of interest and fiduciary duties in GP-led secondary transactions: Advisers Act obligations, SEC Private Fund Adviser Rule requirements, LPAC independence, fairness opinion methodology, Delaware partner duty doctrine, LPA conflict provisions, and conflict resolution documentation.
Apr 17, 2026
A Section 363 sale in bankruptcy requires navigating bid procedures, auction mechanics, sale hearing objections, and a final sale order that delivers free-and-clear title. This guide covers the full process from motion to close, including good-faith findings, notice requirements, US Trustee involvement, and liquidating trust structures.
Apr 17, 2026
The legal structure behind self-funded search fund acquisitions. Covers capital stack mechanics, entity formation, investor documentation, preferred equity, seller notes, rollover equity, post-close governance, and exit provisions.
Apr 17, 2026
Seller financing appears in most small business acquisitions. Learn how seller notes are structured, what SBA rules require, how offsets work, and what both sides need to know before signing.
Apr 17, 2026
We engage selectively with clients who value thorough counsel. Senior attorney Alex Lubyansky works directly on every matter.