Month: December 2018

Many small and middle market companies may not have a General Counsel. Here are the advantages to having an outside general counsel on a fractional basis…

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We have a number of clients who call upon our firm as an outsourced general counsel. Typically an engagement begins on a project basis, and as we begin to learn more of the client’s business, we are brought in on more and more aspects of the business. What we find is that the earlier we come in…

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We work with a number of entrepreneurs, companies, and visionaries. The goals and needs are different for each one of them. Yet there are a series of steps to take when forming a multi-member LLC…

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You have put years of hard work, including restless nights, into your company. And now you have an offer to purchase your company (perhaps from an international corporation with operations here in US, or a US based company looking to expand their portfolio). You have been negotiating on price with the buyer and seem to…

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As mentioned previously regarding earn-outs, these are common provisions that you will see from the buyer as a seller of your company as a way to compromise on the valuation. Let’s take a look at some examples…

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In the previous post regarding earn-outs, we went over examples of earn-out scenarios. In some instances, the buyer is not only acquiring the company, but the people to help operate the larger enterprise. Sellers may be asked to take key rolls within the buyer’s company post-sale. Let’s look at an example…

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Last post, we looked at an earn-out example from Sotheby’s in which the entire earn-out will be paid. Here we will look at another example, this time from Disney’s acquisition of Maker Studios in 2014, where key executives stayed on with Disney…

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In the midst of a flury of M&A activity, Bloomberg is reporting that buyers are requesting additional language in the representation and warranty provisions of company purchases to protect from the headline risk and drop in value of companies associated with sexual misconduct allegations…

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There is something to be learned from successful M&A acquisitions. In contrast to an earn-out strategy, Let’s look at the timeline of Disney’s acquisition of BamTech, which began in 2016…

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