Viking Mergers

MAY 17, 2022

When selling a business, there is much more up for negotiation than just the purchase price. This is the first in a series of blogs dissecting the structure of business deals. When a buyer wants to purchase your business, they will present an offer document. Negotiating Payment Terms & Deal Structure. Cash at Closing.

Start-ups 130

Start-ups Finance Marketability Business Valuation 130

Farrel Fritz

MAY 29, 2023

The third, involving a close corporation, applies a buyout-upon-death provision in a shareholders agreement to the validity of an alleged buyout agreement by one shareholder after the death of another, where the putative buyer himself died before the buyout was consummated. The plaintiff voted to disapprove a straight sale.

Liquidation Value 52

Liquidation Value Marketability Technology 52

Farrel Fritz

MAY 29, 2023

The third, involving a close corporation, considers whether an alleged oral agreement to grow and manage a karaoke lounge without salary in exchange for a 25% equity interest if the venture became profitable, entitled the manager to 25% of the venture’s value following his ouster. The plaintiff voted to disapprove the sale. Section 9.2

Start-ups 52

Start-ups Equity Liquidation Value Marketability 52

Sun Acquisitions

MARCH 29, 2024

They provide a unique opportunity to secure funding from the seller, which can help bridge financial gaps and facilitate the purchase of a business. Evaluate the Terms of the Financing: Carefully review the terms and conditions of the seller financing agreement. However, while these deals can be advantageous, they also come with risks.

Finance 64

Finance Business Valuation Compliance Marketability 64

Startup Valuation Blog

FEBRUARY 21, 2022

This blog post will discuss the question - How to Evaluate a SaaS Business For Acquisition. . This blog post will present the general principles that will make it possible to understand how to evaluate a SaaS business for acquisition. The most critical asset of SaaS is the code. It is time to make it clear.

Technology 100

Technology Business Valuation 100

Sun Acquisitions

SEPTEMBER 18, 2023

In this blog post, we will explore essential steps to help you complete the sale of your business. Start by thoroughly assessing your operations, financial records, and assets. Key aspects to consider during negotiations include the purchase price, payment terms, transition period, employee retention, and non-compete agreements.

Private Equity Firm 59

Private Equity Firm Fair Market Value Compliance Appraisal 59

Shephard Mullin M&A

APRIL 21, 2020

Both strategic purchasers and institutional investors will have opportunities to purchase these businesses (or certain related assets) either through a regular sale process or under the supervision of a bankruptcy court. Key Considerations Related to Distressed Sales Out-of-Court. Diligence. Third Party Consents.

Capital Structure 52

Capital Structure Equity Banking Finance 52

Sun Acquisitions

NOVEMBER 7, 2022

When: At least 20% of the common stock or the ownership interest is sold or transferred; At least 50% of the assets are transferred or sold; Your company is merged with another business. Pathway #3 A 50% or more Stock/Asset Sale. The Sale Agreement. But what exactly does the SBA consider as a change of business ownership?

Business Valuation 98

Business Valuation 98

ThomsonReuters

OCTOBER 5, 2023

How to calculate amortization Amortization vs. depreciation Managing amortization of assets Companies have a lot of assets. These assets vary depending on the type of business, but they often include such tangibles and intangibles as office buildings, corporate vehicles, computers, patents, copyrights, and trademarks.

Intangible Assets 52

Intangible Assets Book Value EBIT Technology 52

Farrel Fritz

JULY 10, 2023

Davis also owns the defendant company, IBT Media, which sold Newsweek to NW Media in 2018 structured as a Membership Interest Purchase Agreement. In 2022, Mr. Pragad caused suit to be brought in NW Media’s name against IBT alleging breach of IBT’s indemnification obligations under the 2018 purchase agreement.

Finance 52

Finance 52

Sun Acquisitions

FEBRUARY 12, 2024

Financial literacy lets them calculate this value, considering assets, liabilities, and potential future earnings. Seller Financing Seller financing occurs when the seller extends a loan to the buyer for a portion of the purchase price. Financial literacy aids both buyers and sellers in structuring these agreements effectively.

Finance 59

Finance Private Equity Firm Fair Market Value Banking 59

Farrel Fritz

AUGUST 15, 2022

This year’s edition features brief commentary on a handful of recent decisions by New York trial judges and appellate courts in a variety of business divorce cases involving capital calls, recapitalization, dissolution agreements, derivative vs. direct claims, and judicial dissolution. Click on the case names to read the decisions.

Finance 98

Finance 98

ThomsonReuters

MAY 1, 2023

Proof of work is one of the consensus mechanisms for achieving agreement on the blockchain network to confirm transactions and produce new blocks to the chain. Crypto token : Special kinds of virtual currency tokens that reside on their own blockchains and represent an asset or utility. Also called crypto assets.

Start-ups 59

Start-ups Technology Equity Marketability 59

ThomsonReuters

OCTOBER 19, 2023

A bond , which is a limited-life intangible asset, is essentially a loan agreement between the issuer of the bond (i.e., Accountants can treat the bond like an amortized asset. Leverage Thomson Reuters Fixed Assets CS to better manage your clients’ assets. The post What is bond amortization?

Banking 52

Banking Finance Marketability 52

Audit Board

MAY 9, 2022

Download your free copy of our first whitepaper in this series — which explores opportunities in the purchasing and payable lifecycle — and read on below for an overview of how to incorporate RPA, Advanced Analytics, Data Visualizations, and API/IPaaS in purchasing and payables, including: . Purchasing and Payables Process Overview.

Technology 52

Technology Banking 52

Farrel Fritz

JULY 5, 2022

Her complaint asserted direct and derivative causes of action for breach of fiduciary duty, waste and misappropriation of company assets, and for other relief. The judge also noted that the other shareholder listed in the shareholders agreement was not listed as a owner on the corporation’s tax return. The Case of the Vague Virgule.

Treasury 52

Treasury 52

Cooley M&A

MARCH 22, 2023

For UK companies, structuring the deal as a share purchase agreement with all shareholders signing up to the transaction or as a scheme of arrangements – which requires majority shareholder approval (50% by headcount and 75% by value of votes represented in a shareholder meeting) – are the preferred routes.

Finance 52

Finance Marketability Equity 52

Value Scope

JANUARY 13, 2021

If the royalty and lease agreements are written better, to be very clear about how each and every movement of cash is calculated and accounted for, then there will be fewer disputes. There are no standardized rules for the valuation of oil and gas assets. The Asset-Based Approach. Important Industry Factors. Well Economics.

Fair Market Value 130

Fair Market Value Discounted Cash Flow Treasury Marketability 130

Erik A. Lopez

AUGUST 25, 2015

Most private M&A transactions are structured as acquisitions of stock , rather than mergers or asset purchases. The principal agreement governing such a transaction is typically a Stock Purchase Agreement (SPA), sometimes styled a Securities Purchase Agreement or simply a Purchase Agreement.

Finance 52

Finance Compliance 52

Appraisal Rights

MARCH 6, 2019

As in other jurisdictions, there are in Mexico a number of corporate agreements or resolutions that may affect, in whole or in part, directly or indirectly, a certain group of equity holders. This group is usually defined as the one that has a smaller equity participation when compared with the controlling shareholders.

Appraisal 52

Appraisal Equity Dividends Banking 52

Reynolds Holding

APRIL 4, 2023

In 2018, Romein Rostami entered two, future token interest subscription agreements (“TSAs”) with Hypernet Inc. The Purchaser hereby waives any objection based on forum non conveniens. It first appeared in the Transnational Litigation Blog, here. Hypernet Inc. Hypernet”). Rostami was then a U.S. citizen residing in Puerto Rico.

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ThomsonReuters

APRIL 6, 2023

This includes products or services that are purchased and invoiced. When the expense is approved by the authorized employee, a check is cut (digital or hard copy) based on the terms of the purchase agreement. They are considered assets on a balance sheet, with expected payments within a year. Is billing AP or AR?

B2B 52

B2B Technology Finance 52

Value Scope

JANUARY 13, 2021

If the royalty and lease agreements are written better, to be very clear about how each and every movement of cash is calculated and accounted for, then there will be fewer disputes. Important Industry Factors There are no standardized rules for the valuation of oil and gas assets. It is a price-taker business.

Fair Market Value 100

Fair Market Value Discounted Cash Flow Treasury Marketability 100

Erik A. Lopez

SEPTEMBER 8, 2015

The primary transaction agreement in every M&A deal contains representations and warranties, colloquially referred to as “reps and warranties” or simply “reps,” from each party to the other. Second, representations and warranties may form the basis of a party’s right to terminate the deal prior to closing.

Compliance 52

Compliance Finance Technology Marketability 52

Appraisal Rights

AUGUST 7, 2019

This criterion is, in fact, in line with the condition of the assets organised in the company, the overall value of which is not the sum of the static value of the individual assets but is inevitably influenced by business continuity prospects (so-called going concern ) (see Italian Court of Cassation, Civil Division, 15 July 2014, no.

Appraisal 52

Appraisal Book Value Equity Marketability 52

Cooley M&A

SEPTEMBER 25, 2020

In a May blog post we discussed several initial observations regarding the dozens of M&A transactions that were signed prior to March 2020 and that were in jeopardy as a result of COVID-19. over Kohlberg’s failure to consummate the purchase of DecoPac, a leading wholesaler of cake decorations.

Debt Financing 40

Debt Financing Finance Equity Private Equity Firm 40

Erik A. Lopez

AUGUST 23, 2015

An M&A lawyer is involved in virtually every aspect of a transaction, from initial conception to consummation, though she rarely participates in setting purchase price and post-closing integration. appeared first on The M&A Lawyer Blog. The post What does an M&A lawyer do?

Corporate Finance 52

Corporate Finance Finance 52

Farrel Fritz

FEBRUARY 6, 2023

This blog frequently covers cases considering a shareholder’s request to dissolve a corporation under New York’s oppression-based corporate dissolution statute, BCL 1104-a. must be conditioned upon permitting any shareholder of the corporation to elect to purchase the complaining shareholder’s stock at fair value” (64 NY2d 63 [1984]).

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ThomsonReuters

MAY 12, 2022

Auditors also examine the depreciation schedule to determine if any sales or purchases of fixed assets occurred during the audit period. If you think your business may owe taxes, a sales tax amnesty program or voluntary disclosure agreement (VDA) may be available. How does a sales tax audit work?

Compliance 105

Compliance Technology 105

Farrel Fritz

AUGUST 14, 2023

The authors of this blog have a special affinity for fair value appraisal proceedings. With that appetite in mind, I’m delighted to blog about a recent decision from New York County Commercial Division Justice Jennifer Schecter , Rosenthal v Erber , No. 650771/2021 (Sup Ct, NY County 2023). The Court found that the 2.7

Appraisal 52

Appraisal Fair Market Value Excess Earnings Method Discounted Cash Flow 52

Erik A. Lopez

SEPTEMBER 23, 2015

Most sellers would argue that little if anything should happen—the deal should still close at the previously agreed-upon purchase price. MAE serves two primary functions in a transaction agreement. ” Thus, the MAE qualification renders some adverse events irrelevant and non-actionable under the agreement.

Net Debt 52

Net Debt EBIT Marketability Specific Risk 52

Appraiser Newsroom

JULY 5, 2022

Mr. Anastasiou specializes in digital assets and decentralized finance (“DeFi”). His experience in the field extends into various areas including, digital asset valuation, financial due diligence, investigations and securities litigation. He specializes in the valuations of business enterprises and their intangible assets.

Business Valuation 40

Business Valuation Intangible Assets Appraisal Finance 40

Cooley M&A

JANUARY 22, 2020

If, however, capital markets and the economy weaken in 2020, M&A transactions may be the only viable option for life sciences companies to access capital, in which case we would expect to see more M&A transactions by number, but they would likely be paired with lower purchase prices and/or more highly structured.

Marketability 40

Marketability Technology 40

Sun Acquisitions

JULY 29, 2022

Receive financial remuneration through asset liquidation. Your options for deal structures will either be an asset or stock sale. If yes, then the only viable deal will be an asset sale. If yes, then you have the freedom to pursue either an asset or stock sale. Well, divesting business units can be advantageous.

Start-ups 97

Start-ups Business Valuation Finance Marketability 97

Sun Acquisitions

FEBRUARY 1, 2024

In this blog post, we will delve into the pros and cons of these methods to help potential buyers and sellers make informed decisions. Equity Investment: Equity investment involves an outside investor injecting capital into a property purchase in exchange for a stake in the property’s ownership and future profits.

Finance 59

Finance Equity Banking Appraisal 59

FE International

MARCH 27, 2020

SaaS, e-Commerce and content websites and apps tend not to have physical assets, and the value placed on their traffic, technology, and growth potential can be difficult to quantify. The transfer of physical assets. It is also important to check the initial partnership agreement to see if it outlined a buy-sell agreement.

Business Valuation 52

Business Valuation Marketability Start-ups Appraisal 52

Deal Law Wire

APRIL 1, 2021

We previously reported that as early as 2013, two companies were purchased using Bitcoin as the only form of payment. The recent economic volatility has also seen an increase in the use of alternatives to one-time cash purchases in the context of M&A deals , including earnouts and working capital adjustments.

Marketability 40

Marketability Technology 40