--- title: "Legal Insights - Page 8" description: "M&A and securities legal guidance for business buyers and sellers, from deal counsel. Page 8 of 17." canonical: "https://acquisitionstars.com/blog/page/8" author: "Alex Lubyansky" firm: "Acquisition Stars" practice: "M&A and securities law" office: "Novi, Michigan (serves clients nationwide)" contact: "consult@acquisitionstars.com | 248-266-2790" --- # Legal Insights Page 8 of 17. Practical M&A and securities guidance from deal counsel. ### [Law Firm Merger and Acquisition: Ethics and Structure](https://acquisitionstars.com/blog/law-firm-merger-acquisition-ethics) 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](https://acquisitionstars.com/blog/liquor-license-transfer-acquisitions) 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: Capital, Fees, and Carry](https://acquisitionstars.com/blog/lp-agreement-key-terms-pe-funds) 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 ### [LP Secondary Sales and Tender Processes in PE Funds](https://acquisitionstars.com/blog/lp-secondary-sales-tender-processes) 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 ### [Medicare and Medicaid Provider Transfers: CHOW and CMS 855](https://acquisitionstars.com/blog/medicare-medicaid-provider-transfers) 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 Franchise Acquisition: Development Deals](https://acquisitionstars.com/blog/multi-unit-franchise-acquisition) 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 Agreements in M&A Deals](https://acquisitionstars.com/blog/non-compete-non-solicit-ma) 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 ### [Open Source Software Compliance in Technology M&A](https://acquisitionstars.com/blog/open-source-software-ma-compliance) 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 ### [Out-of-Court Distressed M&A: ABCs and Article 9 Sales](https://acquisitionstars.com/blog/out-of-court-distressed-ma-restructuring) 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 Due Diligence in M&A](https://acquisitionstars.com/blog/owned-real-estate-ma-diligence) 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 ### [Seller Rollover Equity in Platform Acquisitions: Structure and Documents](https://acquisitionstars.com/blog/platform-seller-rollover-equity-structures) 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 ### [Proxy Solicitation for Merger Vote: Schedule 14A](https://acquisitionstars.com/blog/proxy-solicitation-merger-vote) 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 ### [Quality of Earnings Reports: What Buyers Use Them For](https://acquisitionstars.com/blog/quality-of-earnings-reports-explained) 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 ### [Regulation D Rule 506(b) vs 506(c): Choosing an Exemption](https://acquisitionstars.com/blog/reg-d-506-b-versus-506-c-offerings) 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 ### [RIA M&A: Client Consents and Advisers Act Compliance](https://acquisitionstars.com/blog/registered-investment-adviser-ma-consents) 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: Landlord Consent](https://acquisitionstars.com/blog/restaurant-lease-assignment-ma) 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 in M&A: How Sellers Retain Upside](https://acquisitionstars.com/blog/rollover-equity-ma) 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 ### [RWI Claims Process and Recovery: From Notice to Payment](https://acquisitionstars.com/blog/rwi-claims-process-recovery) 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 ### [RWI Policy Terms, Retention, and Coverage Caps Explained](https://acquisitionstars.com/blog/rwi-policy-terms-retention-caps) 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 Process and Standard Exclusions](https://acquisitionstars.com/blog/rwi-underwriting-process-exclusions) RWI underwriting moves from a non-binding indication through the underwriting call and diligence review to binding. Covers standard exclusions. Apr 17, 2026 ### [SaaS Valuation Multiples: How ARR and NRR Shape Price](https://acquisitionstars.com/blog/saas-arr-valuation-multiples) 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 ### [SaaS Customer Contract Assignment and Change of Control](https://acquisitionstars.com/blog/saas-customer-contracts-ma-assignment) 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: Structuring Guide](https://acquisitionstars.com/blog/sale-leaseback-ma-transactions) 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 vs EBITDA: Which Valuation Metric Applies to Your Deal](https://acquisitionstars.com/blog/sde-vs-ebitda-small-business-valuation) 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 ## Considering a Transaction? We engage selectively with clients who value thorough counsel. Senior attorney Alex Lubyansky works directly on every matter. 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