Page 9 of 16. Practical M&A and securities guidance from deal counsel.
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
The real asset in a commercial cleaning acquisition is the contract portfolio, not the equipment. What attorneys check before closing: contract transferability, employee classification, SBA 7(a) requirements, and seller non-compete scope.
Apr 15, 2026
Most sellers lose leverage before the purchase agreement. Here are the 7 LOI clauses that cost sellers the most money and what to fight for before you sign.
Apr 12, 2026
Florida has no personal income tax, which shifts the asset versus stock negotiation in ways other states never see. Documentary stamp tax on seller notes, buyer preference for asset treatment, and what sellers actually give up when they agree to asset sales.
Apr 12, 2026
Florida Chapter 517 is a notice-filing state, NSMIA preempts most covered securities, and blue sky only becomes a deal issue when earn-out equity or seller notes enter the picture. A practical overview for acquirers and sellers.
Apr 12, 2026
Florida repealed most acute-care CON requirements in 2019, but the regulatory map did not get simpler. AHCA licensing transfer, AG nonprofit review, and CPOM structure through MSO/friendly-PC arrangements still drive healthcare deal timelines. A practical guide.
Apr 12, 2026
Palm Beach County buyers are not the same as the ones closing deals in Miami-Dade or Broward. Northeast relocators, retirees re-entering work, and SBA plus seller note combinations drive most of the small business deal flow. A practical field guide.
Apr 12, 2026
SEC Form 8-A registration: filing requirements, post-effectiveness compliance, costs, and comment letter strategies from a securities attorney.
Apr 5, 2026
OTCQB vs OTCQX comparison: eligibility requirements, annual fees ($15K vs $25K), financial standards, governance requirements, and when each market tier makes sense. Decision framework from securities counsel.
Apr 3, 2026
Three paths to going public compared: reverse merger (3-6 months, $500K-$1M), SPAC merger (4-6 months, $50M+ capital), and direct listing (6-9 months, no dilution). Decision framework from securities counsel.
Apr 3, 2026
We engage selectively with clients who value thorough counsel. Senior attorney Alex Lubyansky works directly on every matter.