Page 9 of 17. Practical M&A and securities guidance from deal counsel.
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
Buying a business with seller financing? Review the seller note, collateral, payment restrictions and retained ownership before signing the purchase agreement.
Apr 17, 2026
A detailed legal analysis of the NVCA document suite for Series A preferred stock financings: stock purchase agreement, certificate of incorporation, investor rights agreement, voting agreement, ROFR and co-sale agreement, liquidation preference structures, anti-dilution protection, protective provisions, pay-to-play, registration rights, and closing mechanics.
Apr 17, 2026
A detailed legal analysis of convertible instruments in early-stage financing: SAFE pre-money vs. post-money mechanics, MFN stacking risk, convertible note triggering events, Series Seed priced round structure, founder dilution modeling, Reg D compliance, and practical approaches to rescission risk and over-issuance cleanup.
Apr 17, 2026
A detailed legal analysis of side letters and most favored nation elections in private equity funds: LP demand categories, MFN mechanics, tiered thresholds, SEC marketing rule disclosure, ILPA transparency principles, Advisers Act fiduciary considerations, ERISA representations, sovereign wealth LP terms, regulatory LP requirements, the MFN election process, side letter administration, and common drafting disputes.
Apr 17, 2026
A detailed legal analysis of SPAC IPO formation: sponsor LLC structuring, founder share mechanics, private placement warrant economics, trust account investment mandates, redemption rights, warrant terms, forward purchase agreements, and NYSE and Nasdaq listing requirements for SPAC counsel and sponsors.
Apr 17, 2026
A detailed legal analysis of the SPAC de-SPAC proxy and Form S-4 disclosure process: target business description, pro forma financials, projection disclosure under 2024 SEC rules, sponsor conflict disclosure, fairness considerations, redemption right procedures, SEC review cycles, and post-vote closing mechanics.
Apr 17, 2026
A stalking horse bidder sets the floor price in a Section 363 bankruptcy auction. Understanding how break-up fees, expense reimbursement, topping bid structures, no-shop clauses, fiduciary outs, MAC conditions, and backup bidder provisions are negotiated and court-approved is essential for buyers and sellers in distressed asset transactions.
Apr 17, 2026
Stark Law and the Anti-Kickback Statute are the two central fraud and abuse frameworks in every physician practice and healthcare acquisition. This guide covers exceptions, safe harbors, FMV compensation, diligence red flags, self-disclosure risk, and the reps and warranties buyers require at close.
Apr 17, 2026
A detailed legal analysis of Stark Law (42 USC 1395nn) and Anti-Kickback Statute (42 USC 1320a-7b) compliance in healthcare M&A: Stark exceptions, AKS safe harbors, FMV and commercial reasonableness standards, physician ASC investment, 2020 Sprint final rule, diligence protocols, SRDP, OIG Self-Disclosure Protocol, advisory opinions, and integration remediation planning.
Apr 17, 2026
A detailed legal analysis of tender offers in public company M&A: Williams Act requirements under Exchange Act Sections 13(d), 14(d), and 14(e), Schedule TO filings, the Wellman 8-factor test, all-holders and best-price rules, DGCL Section 251(h) medium-form mergers, pro rata acceptance, top-up options, withdrawal rights, financing and MAC conditions, HSR applicability, and Schedule 14D-9 response obligations.
Apr 17, 2026
Real estate transfer taxes in M&A depend on whether the deal is structured as an asset purchase or a stock sale. This guide covers controlling interest transfer taxes, mansion taxes, documentary stamp taxes, mortgage recording taxes, exemptions, multi-state coordination, and penalty exposure for buyers and sellers.
Apr 17, 2026
Transition services agreements are among the most operationally complex documents in a carve-out transaction. This guide covers service categories, SLA standards, cost methodology, duration and extension mechanics, step-up pricing, reverse TSAs, governance committees, and post-TSA IP and data rights for buyers and sellers navigating carve-out separations.
Apr 17, 2026
Buying a unionized manufacturing business? This guide covers successorship doctrine, the Burns Rule, Fall River substantial continuity test, multiemployer pension withdrawal liability, WARN Act interplay, and how asset vs. stock purchase affects CBA obligations.
Apr 17, 2026
The WARN Act creates mandatory 60-day notice obligations in M&A transactions involving plant closings or mass layoffs. This guide covers federal thresholds, state mini-WARN statutes, asset vs stock treatment, buyer and seller notice duties, exceptions, damages, and indemnification allocation.
Apr 17, 2026
The working capital adjustment can move a purchase price by hundreds of thousands of dollars post-closing. Learn how the peg is set, how true-ups work, and how disputes get resolved.
Apr 17, 2026
Most buyers new to M&A hire an attorney after signing the LOI. That is the wrong sequence. Learn what a buyer's M&A attorney does at every stage, why SBA deals require specialized counsel, and what to ask before engaging.
Apr 15, 2026
We engage selectively with clients who value thorough counsel. Senior attorney Alex Lubyansky works directly on every matter.
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