Monthly Archives: September 2020

APA Arbitration Clause Doesn’t Apply to Buyer/Seller Affiliate Contract

M&A Stories September 29, 2020 Introduction Buyers and sellers of businesses often select arbitration as their dispute resolution procedure. Arbitration is seen as faster and less costly than going through the courts. However, a binding arbitration clause in an acquisition

Posted in arbitration, dispute resolution provision Tagged with: ,

Case Demonstrates Risk of Trying to Operate Business Before Acquisition Closing

M&A Stories September 25, 2020 Introduction It is not unusual to sign a definitive acquisition agreement and defer the closing until some important third-party approvals are obtained. There is a temptation sometimes to structure the deal so that the buyer

Posted in certificate of need, deferred closing, governmental approval, liquidated damages provision Tagged with: ,

Tax Structure for Selling S Corp Stock While Keeping Company Real Estate

M&A Tax Structures for Closely Held Businesses September 8, 2020 Introduction The buyer of a closely held business has strong reasons to purchase the target’s assets instead of stock. That way the buyer can pick and choose what assets to

Posted in F reorganization, S corporation, stock sale, unwanted assets Tagged with:

PLR Probably Closing Condition for Target S Corporation’s 2-Class Stock Issue

M&A Tax Stories September 2, 2020 Introduction A buyer of an S corporation wants to make sure that the target is in fact an S corporation. Finding out after closing risks potentially significant federal and state corporate income taxes. The

Posted in One class of stock, S corporation Tagged with:

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