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Business Assets

Goodwin

Seven Success Factors for Winning Section 363 Acquisitions

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In the high-stakes world of bankruptcy asset acquisitions, Bankruptcy Code Section 363 provides a powerful mechanism for purchasing assets “free and clear” of most claims, liens, and encumbrances. Success in these...more

Bennett Jones LLP

No Space for Error: Invalid Indemnity Claim in Asset Transaction Failed to Follow Notice Terms

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The latest dispute in the asset deal between Spacebridge Inc. and Baylin Technologies Inc. is a stark warning to anyone delivering a notice of indemnification claim against funds held in escrow....more

Adler Pollock & Sheehan P.C.

Why You Need a Succession Plan and an Estate Plan

Spoiler alert: In the acclaimed HBO series “Succession,” the patriarch of a family run business, Logan Roy, fails to name a clear successor. After his sudden death, the family is ripped apart. Eventually the business is sold...more

Hendershot Cowart P.C.

Business Owners Beware: Why Ignoring a Lawsuit Is Worse Than Losing

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For small- to medium-sized business owners, the cost and burden of resolving a lawsuit can seem catastrophic and overwhelming, leading some business owners to simply ignore the issue (or procrastinate until it’s too late). ...more

Bowditch & Dewey

Is Your Close Corporation’s Real Estate Safe from Shareholder Claims of Ownership by Adverse Possession?

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In a case of first impression, the Land Court decided that shareholders of Massachusetts close corporations may acquire corporate real estate by adverse possession. In Szawlowski v. Szawlowski Realty, Inc., the Court...more

Farella Braun + Martel LLP

[Hybrid Event] Securing the Vine: IP and Privacy Protection for the Wine Industry - October 24th, St. Helena, CA

The wine industry, with its rich history and vibrant marketplace, relies heavily on branding and innovation. Protecting your brand and other intellectual property (IP) is crucial for maintaining a competitive edge and...more

Bradley Arant Boult Cummings LLP

Preserving Business Value in High-Net-Worth Divorces: The Mutual Benefits of Adopting a Win-Win Approach

Entrepreneurs are incredibly devoted to the success of their business, but even a thriving company may be severely impacted by a high conflict marital divorce. When a couple decides to part ways, the ripple effects can extend...more

Whiteford

Net Working Capital & Purchase Price Adjustments In M&A Deals

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Net Working Capital (“NWC”) targets and purchase price adjustments are a nearly universal reality in private M&A deals, though often a neglected and misunderstood topic. To greatly simplify, the NWC target is the minimum...more

Walkers

Rule and Statement of Guidance on Market Conduct for Trust and Corporate Service Providers and Company Managers

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The RSOG builds upon and clarifies existing market conduct standards for TCSPs and Company Managers where the underlying requirements are generally the same but with some differences. The RSOG implements market conduct...more

Vinson & Elkins LLP

Trademarks as Assets: Selecting or Changing a Mark in the United States

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As part of our series on trademarks as critical assets for businesses, this article discusses the importance of selecting and clearing a new or altered trademark for use and registration in the United States. Trademark...more

DarrowEverett LLP

Maximizing Value: The Art of Purchase Price Allocation in Real Estate Deals

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When a business is sold, the most important overall aspect of negotiations between a cautious buyer and determined seller may be due to the agreed-upon purchase price for the business. However, when the buyer is purchasing...more

Opportune LLP

Business Combinations vs Asset Acquisitions ...

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The classification of a transaction as either a business combination or an asset acquisition for financial reporting purposes has recently received greater attention. The differences between the two types of transactions can...more

Levenfeld Pearlstein, LLC

“It’s Not Business, It’s Personal”: The Application of Personal Goodwill in Accounting Firm Deals

Personal goodwill refers to the reputation, relationships, and other intangible assets directly attributable to an individual professional rather than the business entity itself. It is especially relevant for professional...more

Epstein Becker & Green

A Day for Specialists - SCOTUS Today

Another Three-for Thursday at the Supreme Court, with none of the decisions a landmark but each of utmost relevance to legal specialists and technicians in the fields of bankruptcy, estate taxation, and Indian affairs....more

Goodwin

Top 10 Questions About Bankruptcy Sales - A Primer on Sales Under Section 363 of the Bankruptcy Code

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A bankruptcy sale is an opportunity to potentially acquire assets at distressed pricing. A bankruptcy sale also presents prospective bidders with a level playing field to conduct due diligence, submit a bid, and compete...more

Levenfeld Pearlstein, LLC

How to Mitigate Post-Closing Risks to Facilitate Asset Distribution and Entity Dissolution

After a transaction closes, sellers often wonder: when can all proceeds be distributed and the selling entity be dissolved? This question can be complicated, particularly where there are surviving representations, warranties,...more

Conyers

CIMAでのプライベートファンド登録

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プライベートファンド法(2021年改正)に於ける「プライベートファンド」で定義されるケイマン諸島の全事業体は、ケイマン諸島金融管理局(CIMA)への登録が義務付けられています。...more

Ankura

Navigating the New Corporate Alternative Minimum Tax: Strategic Asset Allocation and Its Impact on M&A

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The new corporate alternative minimum tax (CAMT) creates incentives for large companies to allocate more value to amortizing intangible assets and less value to assets like goodwill that do not amortize for book purposes. ...more

Stradling Yocca Carlson & Rauth

California Business Divorce: Understanding IP Ownership in the Context of Operating a California Business

Picture a renowned winery in the heart of Napa Valley that has built its reputation on a trademark that connoisseurs associate with exceptional quality. This trademark, a symbol of years of hard work and dedication,...more

Smart & Biggar

All clear? The importance of trademark clearance searching in Canada

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Trademarks allow consumers to distinguish between products and services of one business and those of another, making them a most valuable business asset. However, that asset’s value is closely tied to the extent to which an...more

Venable LLP

Earnouts and Their Tax Treatment

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As buyers and sellers engage in negotiations for the sale of a business, often there may be disagreements as to the value and expected growth of that business. One party might currently value the business higher than the...more

Rivkin Radler LLP

The Family-Owned Business, Stock Options, And Personal Goodwill – a Smorgasbord of Tax Issues

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Many of us have encountered variations of the following scenario: a parent owns and operates a business; one or more of their children are employed in the business; as the children mature and become more experienced and...more

Conyers

Unveiling Tax Realities: Debunking Myths about the British Virgin Islands

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In this review of taxation and the British Virgin Islands, Conyers Corporate Counsel Nicholas Kuria discusses some of the most commonly misunderstood notions relating to the use of offshore jurisdictions, with a focus on the...more

Patton Sullivan Brodehl LLP

Partnership — Not Its Partners — Owns Malpractice Claim Against Partnership’s Attorney

Two important principles governing corporate entities are: (1) the entity is legally distinct from its owners; and (2) the entity’s property and assets belong to the entity, not its owners. These themes are...more

Allen Barron, Inc.

Do You Need an Asset Protection Strategy?

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Do you need an asset protection strategy in San Diego, California? What is an “Asset Protection Strategy” and who should make sure to have an asset protection strategy in place?...more

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