Episode #4 - Succession Planning for Startups
Buying or Selling a Business that Borrowed a PPP Loan
As an avid Red Sox fan and former Los Angeles resident who often attended Dodgers games, I may still be basking in the Yankees’ loss in the World Series. Whatever the reason, I can’t help but draw parallels between the game...more
Purchasing a pet care facility, whether it’s a boarding kennel, grooming salon, or daycare, can be an exciting venture for animal lovers and entrepreneurs alike. However, buying this type of business requires careful planning...more
Two recent Delaware Superior Court opinions are essential reading for M&A practitioners drafting language with respect to how disputes related to purchase price adjustments, earnouts, and other accounting-related...more
If you’re a government contractor in the manufacturing industry looking to buy or sell your business, there are specific concerns you should be aware of to protect your interests. This webinar will guide you through legal and...more
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
It’s nice to get paid. Giving up control of your business? Well… that’s a different story. On closing the sale of a business, owners realize a dramatic financial return on their investment. However, few buyers are willing to...more
The Private Target Mergers & Acquisitions Deal Points Study (“the Study”) is published on a bi-annual basis by the Market Trends Subcommittee of the ABA Business Law Section’s M&A Committee, which I am happy to serve on. The...more
For potential buyers in a business merger or acquisition, the loss of key employees is a significant risk. That’s especially true in small- to medium-sized businesses, where critical roles and proprietary business insight can...more
After devoting long hours and years of hard work in building their companies, majority owners of private businesses may reach a point where they consider whether it is time for them to sell. This large question – Is now the...more
Join us for a special cocktail reception hosted at Bricker Graydon Law to learn more about the MBA Fund I, a new equity capital fund to support business acquisitions and growth capital for minority entrepreneurs. The launch...more
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
Selling a business in any environment can be challenging when planning is not addressed early in the M&A process. The challenges are heightened in the current environment where buyers are looking at multiple potential deals...more
As more states legalize cannabis and the industry experiences ongoing growth, we are witnessing a rising trend of acquisitions and sales within this sector. While buying and selling a business is a complex process for any...more
While no one enters a partnership expecting it to end in divorce, no one is immune to failure. In the world of business, partnerships can sometimes mirror the complexities of personal relationships. Often, it is the “we’ve...more
In a blog earlier this year, we discussed the Delaware Chancery Court’s refusal to enforce a sale of business non-compete in Kodiak Building Partners, LLC v Adams. We wondered then whether Kodiak represented a one-off...more
The “Nursing Home Covid-19 Data Dashboard” maintained by the Centers for Disease Control and Prevention (CDC) shows that COVID-19 had an unusually intense impact on the long term care community. Cases among nursing home...more
A well-crafted letter of intent (“LOI”) adds value for the negotiating principals by helping to ensure the parties are in agreement on key deal terms before they spend significant time and money on diligence and definitive...more
In drafting restrictive covenants, acquiring companies should be aware that courts may not necessarily uphold, or even "blue pencil" (revise overbroad restrictive covenants), restrictive covenants imposed on sellers in an...more
CDF Labor Law LLP presents an interactive panel discussion that will cover California transactional and employment law issues triggered by mergers and acquisitions. Richard Weintraub, of Weintraub Law Group, will share his 40...more
Market Trends: What You Need to Know - One of the most pronounced practice-related trends in private company merger and acquisition transactions is the near-disappearance of target legal opinions as a closing deliverable. ...more
Market Trends: What You Need to Know - Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to...more
How Do I Hold You Liable? Let Me Count The Ways . . . When the owner(s) incorporate an existing business, the corporation is not necessarily a tabula rasa with respect to the creditors of the business being...more
Earlier in the pandemic, our team identified the economic crisis caused by COVID-19 as a growth opportunity for businesses with the vision and the resources to take advantage. One such opportunity is the chance to diversify...more
Roma Landmark Theaters, LLC v. Cohen Exhibition Co., LLC, C.A. No. 2019-0585-PAF (Del. Ch. Sept. 30, 2020) - In Roma Landmark Theaters, the parties’ purchase agreement contained a framework for post-closing price...more
There is a significant likelihood that M&A transactions in the next year may involve PPP loans. Here are several deal components that should be considered in light of PPP....more