In this two-part article series, I am detailing some of the most frequently asked questions I have received over the last 25 years as a transactional lawyer helping clients close merger and acquisition deals. In the previous article, we covered when you should involve...
Articles
Mergers & Acquisitions: Your Questions Answered – Part I
I am pleased to offer this two-part article series on the most frequently asked questions I have received over the last 25 years as a transactional lawyer helping scores of clients close merger and acquisition deals. The questions I address here are often asked by...
Client Spotlight On: Spyhouse Coffee Company
At the age of 51, entrepreneur and former Spyhouse Coffee Company Founder/CEO Christian Johnson shared his motivation to become a successful business owner and coffee entrepreneur. From 2000 to 2021, Christian successfully grew one café into a successful group of five...
Mergers & Acquisitions: Your Questions Answered – Part 1
I am pleased to offer this two-part blog series on the most frequently asked questions I have received over the last 25-years as a transactional lawyer helping scores of clients’ close merger and acquisition deals. The questions I address are often asked by clients...
Mergers & Acquisitions: Your Questions Answered – Part 2
In Part II of this article, we will do a little myth busting in the world of Mergers and Acquisitions, review how rep and warranty insurance fits into your deal, and review options for purchase price adjustments. Q. What are some common myths and misunderstandings...
Hard Forks and Airdrops: IRS Guidance on When Holders of Cryptocurrency Need to Pay Taxes
This October the IRS released its first guidance regarding the tax rules on cryptocurrency in 5 years. The ruling discusses how the IRS treats “hard forks” and “airdrops” in cryptocurrency, an area with a lot of uncertainty. Specifically, we have lacked guidance on...
A 60 Second Seller’s Guide to the Purchase Agreement: Stock vs. Asset Sale
In selling your business, you can structure the deal as a stock sale or an asset sale. Most sellers prefer stock sales and most buyers prefer to buy assets. Stock Sale In a stock sale, the buyer purchases the stock you own in the company and acquires all of the...
A 60 Second Seller’s Guide to the Purchase Agreement: Consulting Agreement
After the purchase is completed, you can wash your hands and move on to retirement, right? In some cases, yes. In others, not necessarily. As the seller, you know all the little details about your business. You have years of experience. The buyer wants to gain access...
A 60 Second Seller’s Guide to the Purchase Agreement: Net Working Capital
In the purchase agreement for the sale of a business the term “net working capital” typically refers to the minimum capital required to maintain current operations of the business enterprise. Calculating the amount of net working capital is more than just current...
A 60 Second Seller’s Guide to the Purchase Agreement: Term Sheet
Before getting into the due diligence process and other key components of entering a purchase agreement, the buyer will typically provide you with a term sheet or letter of intent. In this document, the buyer will express his or her interest in entering the...
A 60 Second Seller’s Guide to the Purchase Agreement: Indemnification
Anyone interested in giving back some of the money from the sale of your company? No? Money has been exchanged. The business has been acquired. The transaction is complete. Golf and sailboats galore. Any issues and losses arising after this point fall onto the buyer....
Failing to Plan is Planning to Fail – Rethinking Exit Planning
We “professionals” call it “M&A,” an “exit” or “business succession,” but to a business owner, it is a major and often the last involvement with the company they likely helped create and build. But all things must end, and exiting a business is an integral part of any...
Rewards-Based Crowdfunding: Is it Right for You?
Nowadays it seems like everyone is setting up a GoFundMe account to raise money for reasons such as medical treatment or natural disaster relief (personal crowd-based fundraising). But did you know that crowdfunding can also be a great resource for small businesses?...
Piercing the Corporate Veil: An Overview
When forming a business, entrepreneurs almost certainly formed an entity to protect their personal assets. Many business owners chose to form corporations or limited liability companies (LLCs), which are distinct, separate entities from their owners. A main...









