Farrel Fritz

JANUARY 2, 2024

This first post of 2024 brings the New York Business Divorce Blog into its eighteenth calendar year of weekly commentary on disputes among co-owners of closely held businesses. The Oral Investment Agreement. During my next visit to New York we work towards putting together a shareholders agreement.

Equity 59

Equity Dividends 59

Sun Acquisitions

MARCH 22, 2024

In this blog post, we will delve into the world of M&A due diligence , shedding light on the best practices for conducting a comprehensive evaluation of potential targets. A well-executed due diligence process can significantly reduce the chances of costly post-transaction surprises.

Technology 59

Technology Start-ups Market Risk Marketability 59

ThomsonReuters

SEPTEMBER 2, 2021

If the investigator does not find any ERISA violations, EBSA will send a closing letter stating that the investigation is complete and no further action is contemplated. After negotiating a corrective action with plan officials, EBSA will issue a detailed settlement agreement. Closing Letter Following Correction.

Compliance 98

Compliance 98

Viking Mergers

MAY 17, 2022

This is the first in a series of blogs dissecting the structure of business deals. Beyond the offered purchase price, the document will include proposed payment terms, conveyance of assets, legalities like non-compete agreements, post-closing transition period, and more. Cash at Closing. Related Articles.

Start-ups 130

Start-ups Finance Marketability Business Valuation 130

Sun Acquisitions

MARCH 8, 2022

A Non-Disclosure Confidentiality Agreement. Offer-to-Purchase Agreement. Current Lease Agreement. Employment Agreements. Post-Closing Agreement. Escrow Agreements. Whatever the case, these documents, especially the A Non-Disclosure Confidentiality Agreement, must not be treated lightly.

Finance 98

Finance Marketability 98

Internal Audit 360

APRIL 25, 2024

GUEST BLOG POST I believe just about every internal audit executive would agree with me that our independence from management is critical. In fact, they may want to close their eyes to risk that we see as real and high, because their jobs or compensation depend on moving forward with a risky situation or venture.

Banking 52

Banking 52

Farrel Fritz

OCTOBER 16, 2023

The owners’ agreement is the backbone of the closely-held business. In intracompany LLC disputes, few things are more important than what the operating agreement has to say on the subject. The prospective nature of an operating agreement often makes its interpretation complicated. Specifically, Section 13.3(c)

Equity 59

Equity Start-ups 59

ThomsonReuters

MAY 4, 2023

The importance of setting a client scope agreement cannot be understated. In this article, we discuss the importance of setting a client scope agreement, what components make up a successful scope agreement, and why you should invest in one early on in a client relationship. How do you define a successful scope agreement?

Start-ups 59

Start-ups 59

Appraisal Rights

SEPTEMBER 11, 2018

While appraisal is typically a creature of statute, appraisal rights can also be a creature of contract–in particular, when an operating agreement, charter, or similar foundational document provides for them (including when a certificate of designation provides for the value of preferred stock ).

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Appraisal 52

Sun Acquisitions

NOVEMBER 7, 2023

In this blog post, we will explore the art of a seamless exit and discuss strategies for maintaining your business reputation throughout the sale process. Implementing non-disclosure agreements and limiting the number of individuals involved in the sale negotiations can help preserve confidentiality.

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Sun Acquisitions

NOVEMBER 27, 2023

In this blog post, we will explore a business broker’s indispensable role and highlight why you need their expertise when selling your business. The post The Role of a Business Broker in Selling Your Business: Why You Need Their Expertise appeared first on Sun Acquisitions | Chicago Business Broker and M&A Firm.

Fair Market Value 72

Fair Market Value Marketability 72

Sun Acquisitions

NOVEMBER 7, 2022

In this post, we explore what those terms are and how you can satisfy each one to sell your company. This must be done before the closing or change of ownership is enacted. Alternatively, you can pay an agreed-upon sum – a maximum payable amount – to complete the closing. The Sale Agreement. The PPP Loan.

Business Valuation 98

Business Valuation 98

ThomsonReuters

JULY 6, 2023

They can provide guidance on negotiating terms of agreements such as purchase price adjustments or earnouts that may be necessary for successful completion of an M&A deal. As such, it is important to accurately calculate the fees before entering into an agreement.

Discounted Cash Flow 52

Discounted Cash Flow Start-ups Private Equity Firm Accounting Firms 52

Sun Acquisitions

JULY 3, 2023

In this blog, we’ll explore the role of due diligence in selling your family business, its importance, and best practices for sharing information with potential buyers. Additionally, due diligence helps reduce the risk of surprises or disputes after the deal is closed, which can result in reputation loss and costly litigation.

Compliance 52

Compliance 52

Benzinga

OCTOBER 17, 2022

(NASDAQ: ONFO , ONFOW)) ("Onfolio"), a holding company that acquires and manages a diversified portfolio of online businesses across a broad range of verticals, today announced the completion of its acquisition of Proofread Anywhere and its related assets from BCP Media, pursuant to an agreement entered into on October 13, 2022.

EBITDA 40

EBITDA Marketability 40

Cooley M&A

MARCH 22, 2023

With the US initial public offering markets continuing to remain largely closed, and special purpose acquisition company combinations being costly and complex, there’s a new kid in town for foreign companies looking to go public in the US: reverse mergers. Some reverse mergers involving a U.S. public company shareholder approval.

Finance 52

Finance Marketability Equity 52

ThomsonReuters

AUGUST 25, 2022

Here are highlights of the FAQs: No-Network and Closed-Network Plans. If the insurer or TPA fails to post the required information (despite its agreement), the plan will be in violation of the disclosure requirements. a plan that uses reference-based pricing). Revised Model Notices. Contributing Editors: EBIA Staff.

Compliance 98

Compliance 98

Sun Acquisitions

OCTOBER 5, 2022

So, in this post, we lay down seven steps demonstrating how you can sell a private business fast. A Non-Disclosure Confidentiality Agreement. Offer-to-Purchase Agreement. Existing Lease Agreements. Employment Agreements. Step 7: Close the sale and handover. Step 1: Figure out your reason for selling.

Business Valuation 52

Business Valuation Earnings Multiplier Private Equity Firm Book Value 52

Farrel Fritz

DECEMBER 4, 2023

The First “Preliminary Agreement” Letter Flor expressed her interest, following which Johnston sent Flor an email entitled “preliminary offer” attaching a Johnston-signed letter laying out the terms of an offer. The Second “Business Opportunity Offer” Letter. The Second “Business Opportunity Offer” Letter.

Start-ups 59

Start-ups Equity Business Enterprise Marketability 59

Farrel Fritz

JULY 10, 2023

In the menagerie of closely held companies, those owned and controlled by 50/50 business partners pose unique benefits and challenges. Davis also owns the defendant company, IBT Media, which sold Newsweek to NW Media in 2018 structured as a Membership Interest Purchase Agreement. Unus pro omnibus, omnes pro uno.

Finance 52

Finance 52

Sun Acquisitions

JANUARY 24, 2022

In this post, we discuss the top seven pitfalls buyers need to be aware of and how to avoid them with VP of Operations at Sun Acquisitions Joseph Beer. And when it comes to selecting the right professionals go with those that have been in the game longer and have successfully closed similar deals.

Enterprise Value 98

Enterprise Value Finance Compliance 98

Cooley M&A

JULY 14, 2017

The vast majority of private company acquisitions contain some type of purchase price adjustment to account for any changes in certain financial metrics (including working capital) of the target between a specified reference date (or target) and the closing date. In Chicago Bridge v.

Compliance 52

Compliance 52

Farrel Fritz

JUNE 20, 2022

Legislatures should amend their LLC statutes to permit LLCs “to ‘opt in’ to the machinery of derivative litigation, rather than force them to ‘opt out’ of it,” or even to exempt closely held LLCs from the strictures of derivative litigation. I’m speaking of Donald J.

Equity 52

Equity 52

Sun Acquisitions

MARCH 18, 2023

This may include an analysis of contracts and agreements, a review of tax returns, and an assessment of intellectual property rights. Don’t forget about post-closing issues: Consider any potential issues, such as integration costs or regulatory requirements, before finalizing your deal.

Compliance 52

Compliance 52

Deal Law Wire

FEBRUARY 23, 2021

In May, we wrote about the increased focus on earn-out provisions during the pandemic as a method to mitigate the risk of a target’s post-closing under-performance and to bridge any valuation gap between the purchaser and seller. Earn-out vs. Reverse Earn-out. One item in particular to consider regarding reverse earn-outs is timing.

Marketability 40

Marketability 40

Sun Acquisitions

JUNE 15, 2022

In this post, we discuss six steps that will help you create a solid plan of how to sell your business. From letters of intent, tax returns, business certificates, NDAs, to escrow agreements, the required documents are numerous. Thankfully, we’ve dedicated a whole blog to answering this question and recommend you check it out here.

Start-ups 52

Start-ups Appraisal Business Valuation Finance 52

Farrel Fritz

JANUARY 23, 2023

The petitioner claimed managerial deadlock between the two owner-managers as the sole basis for dissolution, deadlock being a long-recognized basis, statutorily ensconced in Business Corporation Law § 1104, for involuntary dissolution of closely held corporations owned by dissension-riddled 50/50 shareholders.

Finance 52

Finance 52

Sun Acquisitions

FEBRUARY 12, 2024

Earn-Out Agreements In specific scenarios, sellers may agree to earn-out arrangements, where a portion of the purchase price is contingent upon the business’s future performance. Financial literacy aids both buyers and sellers in structuring these agreements effectively.

Finance 59

Finance Private Equity Firm Fair Market Value Banking 59

Cooley M&A

FEBRUARY 8, 2018

Ideally, the revesting provisions are structured to provide key employees long-term capital gains treatment on any deferred payments (compared to the ordinary income attributed to vested options or restricted stock units cashed out at closing). Appraisal Closing Conditions in Private Deals. 280G Gross-Ups in Public Company Sales.

Start-ups 52

Start-ups Appraisal Technology Marketability 52

ThomsonReuters

DECEMBER 3, 2020

HHS’s Office for Civil Rights (OCR) has posted its 2018 calendar-year reports to Congress on— (1) HIPAA privacy, security, and breach notification rule compliance; and (2) the HIPAA breach notification program. An appendix summarizes eight resolution agreements and one civil monetary penalty proceeding from 2018. Compliance Report.

Compliance 52

Compliance 52

ThomsonReuters

FEBRUARY 9, 2022

On the way, I saw a few businesses that had closed. This may have been an effect of COVID-19 or for other reasons, but when businesses close, employees are no longer employed and may be able to collect unemployment benefits from the state. These agreements are known as “totalization agreements.” Unemployment and FUTA.

Start-ups 98

Start-ups Accounting Firms 98

Reynolds Holding

APRIL 7, 2022

In a recent article , I examine how common provisions in lending arrangements (drawing from the LMA and LSTA modal agreements) handle the problem of value diversion in debtor companies. Most important, a provision can directly address RPTs, as clearly seen in the LSTA’s modal agreement. This post comes to us from Alperen Af?in

Banking 83

Banking Finance Equity Compliance 83

Cooley M&A

JANUARY 23, 2024

This post takes a look. Also significant, after the FTC filed suit to block an agreement whereby Maze would have granted Sanofi an exclusive license to Maze’s drug candidate for the treatment of Pompe disease, arguing it would eliminate a nascent competitor, Sanofi decided not to contest the litigation and terminated the agreement.

Marketability 52

Marketability Equity Private Equity Firm Finance 52

GCF Value

FEBRUARY 19, 2024

By starting with a clear understanding of the business’s value, advisors can expedite the negotiation process and secure agreements more efficiently. Our standard business appraisal aligns closely with SBA lending guidelines, which means the lender only has to engage GCF to update the original valuation instead of ordering a new one.

Business Valuation 52

Business Valuation Appraisal Fair Market Value Marketability 52

Chris Mercer

OCTOBER 5, 2022

The last post on this blog began a discussion of Friedman v. In this post, we examine the trial court decision for help in understanding what happened at the Court of Appeals. The second method was a closed-end fund analysis. to reflect restrictions on transfers in the various operating agreements. nor the 25%).

Marketability 52

Marketability Appraisal 52

Shephard Mullin M&A

APRIL 21, 2020

The consent of third parties, such as the target’s stockholders and counterparties to assumed commercial agreements will likely need to be obtained as a condition to the sale of a distressed company’s assets. Timing of Closing. Purchase Price Adjustments and Indemnities and Indemnification. Fraudulent Transfer Mitigation.

Capital Structure 52

Capital Structure Equity Banking Finance 52

ThomsonReuters

JULY 22, 2021

EBIA Comment: The periodic updates to the IRS’s voluntary correction programs sometimes provide new opportunities for 401(k) plan sponsors to correct qualification failures without having to use the Audit Closing Agreement Program. Contributing Editors: EBIA Staff.

Compliance 52

Compliance 52