The M&A Blog
Earnouts
Basic Definition •An earnout is a risk‐allocation mechanism used in an M&A transaction whereby a portion of the purchase price
Earnouts: Defining the Target Business
Basic Definition An earnout is a risk‐allocation mechanism used in an M&A transaction whereby a portion of the purchase price
California Exempt Employees: Rights and Classification Explained
Under California law, employees are typically entitled to overtime pay if they work more than eight hours a day or
Worker Classification and Special Rules for Physicians
Summary Accurately determining worker classification is crucial to avoid costly litigation, damages, and penalties. Proper classification hinges on whether a
White Collar Exemptions: A Comprehensive Guide
The FLSA The Fair Labor Standards Act (“FLSA”) mandates that an employer must pay its employees “one and one-half times
Understanding Utah Charging Order Case Law
Charging Orders Utah permits personal creditors of an LLC owner to obtain a charging order against the debtor-owner’s membership interest.
Fraud Claims in Litigation: A Comprehensive Guide to Your Litigation Claim
In Arwood v. AW Site Servs., LLC (Del. Ch. March 9, 2022), the Seller was approached by Buyer about selling the business.
Maximizing Your After-Tax Proceeds from a Business Sale
Kevin was ready to sign a letter of intent to sell his business (“SellCo”) to a private equity firm, but
Separation and Release Agreement: Protecting Your Rights
Protect your business, your reputation, and your employees. A Separation and Release Agreement is a contract between the Company and
Comprehensive Guide to Finance Reps and Warranties
Problem: the seller is under no legal obligation to disclose liabilities of the company to the buyer. Solution: the buyer
FTC Finalizes “Click to Cancel” Rule
The FTC’s 230-page final Rule applies to any person who sells, offers, charges, or otherwise markets a good or service with