What is Reverse Vesting and What are the Tax Considerations?
What Does "Cash Free / Debt Free" Mean?
How is Purchase Price Established?
Five Steps a Healthcare Banker Recommends When Acquiring a Medical or Dental Practice
Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
Nota Bene Episode 117: The Critical Nature of Labor & Employment Diligence in Corporate Transactions with Kevin Cloutier and Shawn Fabian
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Buying or Selling a Business that Borrowed a PPP Loan
Do I need an attorney if I am buying or selling a business?
Purchase Agreements – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
There’s a tongue-in-cheek joke within the legal industry that transactional lawyers create the problems, and the litigators get paid to clean them up. It’s a cautionary reminder to transactional lawyers: if the dealmaking...more
On April 2, 2025, Pré-Sal Petróleo S.A. (“PPSA”) published the Draft Tender Protocol of the 5th Auction (“5th Auction”) for the sale of national oil from the Mero, Búzios, Sépia, Itapu e Bacalhau fields (“Draft Tender...more
Successful business owners know one tried-and-true method to grow and scale is through acquisition. In today’s competitive and complex marketplace, the competition is fierce for businesses with a proven track record and the...more
In 2024, Delaware courts issued multiple instructive decisions on earnout provisions in life sciences M&A transactions. ...more
On March 7, Arizona Attorney General (AG) Kristin Mayes filed a novel lawsuit alleging consumer fraud and racketeering against numerous entities, individuals, and even law firms and title companies involved in the residential...more
The EU is introducing new regulations (EDIRPA and EDIP) to structure military procurement through pooled orders coordinated by the European Commission. Advanced Purchase Agreements (APAs), inspired by COVID-19 contracts,...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER BRITISH LAW - 1. Introduction - Historically, there has been significant investment by overseas individuals and corporations in real estate in England and Wales and in...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER TURKISH LAW - 1. Agreement Types - Pursuant to Turkish laws, a real estate sale and purchase agreement shall be in an official form and the transfer of ownership of real...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER SPANISH LAW - I. PROCEDURE OF A REAL ESTATE TRANSACTION - 1. Brokers - A. In Spain, both parties are free to hire a Broker to conduct the conveyance process of real estate...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER SLOVAKIAN LAW - I. Types of Real Property Conveyance Transactions - a) Purchase of an undeveloped plot of land b) Purchase of a developed plot of land c) Purchase...more
In our latest upcoming series of blog posts, we will look at several key points to consider when negotiating commercial real estate purchase and sale agreements from the perspectives of buyers and sellers....more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER SCOTTISH LAW - 1. Introduction - This guide applies to real estate in Scotland only. 2. Tenure - Real estate, both commercial and residential in Scotland may be...more
Periodically, particularly during economic downturns or times of market uncertainty, the private M&A market experiences a significant increase in the use of earnouts. As was the case following the Great Recession and the...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER ROMANIAN LAW - I. Types of Real Property Transactions - A. Purchase of an undeveloped plot of land (agricultural); B. Purchase of brownfield renewable power...more
In most M&A deals involving private targets (including the sales of divisions of publicly traded companies), the purchase agreement will include a baseline dollar value for the target, with several adjustments. Often, the...more
Prospective purchasers of blockchain assets can now navigate through global exchanges (i.e., Coinbase or Kraken) to invest in various forms of tokens. Investments in tokens, however, are only the tip of the iceberg for those...more
This article is part of a monthly column that considers the significance of recent Federal Trade Commission announcements about antitrust issues. In this installment, we discuss notable takeaways from the agency's recent...more
When it comes to commercial leases, offering a tenant the chance to purchase the property or exercise a right of first refusal can be an appealing way to sweeten a deal. However, these options come with layers of complexity...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER MEXICAN LAW - I. Real Estate General Overview - The real estate business in Mexico has been increasingly growing during the last decades to the point that now it is...more
A recent code leak indicated that OpenAI is set to release its first true AI Agent. An AI agent is a system designed to perceive its environment, process information, and autonomously take actions to achieve specific goals....more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER MASSACHUSETTS LAW - I. STANDARD FORMS OF AGREEMENTS - A. Offer to Purchase sets forth buyer’s offer of price, date for closing, contingencies for inspections, financing etc....more
On January 7, 2025, the U.S. Department of Justice (DOJ) filed suit against three Texas-based crude oil companies—XCL Resources Holdings, LLC (XCL), Verdun Oil Company II, LLC (Verdun), and EP Energy LLC (EP)—alleging...more
The Federal Trade Commission (FTC) announced, on January 7, 2025, that crude oil producers agreed to pay a record $5.6 million fine as settlement for violating the Hart-Scott-Rodino Act (HSR Act) through illegal pre-merger...more
On January, 7, 2025, the Federal Trade Commission (FTC) announced that crude oil producers XCL Resources Holdings, LLC (XCL), Verdun Oil Company II LLC (Verdun) and EP Energy LLC (EP) collectively will pay a $5.68 million...more
Oil companies ordered to pay $5.6 million for exerting beneficial control before the expiration of the mandatory HSR waiting period. On January 7, 2025, the Federal Trade Commission (“FTC”) filed and resolved a merger...more