Basic Definition •An earnout is a risk‐allocation mechanism used in an M&A transaction whereby a portion of the purchase price is deferred and is calculated based on the performance of the acquired business over a specified time-period following the closing. Reasons for Use of Earnouts •Valuation Gap: Earnouts can bridge the business valuation gap between […]
Basic Definition An earnout is a risk‐allocation mechanism used in an M&A transaction whereby a portion of the purchase price is deferred and is calculated based on the performance of the acquired business over a specified time-period following the closing. Reasons for Use of Earnouts Valuation Gap: Earnouts can bridge the business valuation gap between
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Under California law, employees are typically entitled to overtime pay if they work more than eight hours a day or 40 hours a week. However, certain employees qualify as California exempt employees, meaning they are not subject to these overtime requirements. These exemptions are determined by wage orders issued by the Industrial Welfare Commission (IWC).
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Summary Accurately determining worker classification is crucial to avoid costly litigation, damages, and penalties. Proper classification hinges on whether a worker is considered an employee or an independent contractor. This distinction is made by analyzing specific factors that assess the nature of the working relationship. In general, for a worker to be classified as an
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The FLSA The Fair Labor Standards Act (“FLSA”) mandates that an employer must pay its employees “one and one-half times the regular rate at which he is employed” for any time worked in excess of forty hours per workweek.[1] There are exemptions to this overtime requirement for employees employed in a “bona fide executive, administrative,
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Charging Orders Utah permits personal creditors of an LLC owner to obtain a charging order against the debtor-owner’s membership interest. A charging order is an order issued by a court directing an LLC’s manager to pay to the debtor-owner’s personal creditor any distributions of income or profits that would otherwise be distributed to the debtor-member.
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In Arwood v. AW Site Servs., LLC (Del. Ch. March 9, 2022), the Seller was approached by Buyer about selling the business. Seller “lacked the know-how or inclination to prepare financial records or to formulate useful valuations,” so Buyer requested, and obtained, “full and unfettered access to the businesses’ raw financial and other records” to use in
Fraud Claims in Litigation: A Comprehensive Guide to Your Litigation Claim Read More »
Kevin was ready to sign a letter of intent to sell his business (“SellCo”) to a private equity firm, but he needed clarity on his after-tax proceeds from the sale. Kevin engaged me to represent him in the transaction to ensure that the terms were favorable and his after-tax proceeds were maximized. The private equity
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Protect your business, your reputation, and your employees. A Separation and Release Agreement is a contract between the Company and a departing employee (either a direct employee or an independent contractor). A Separation and Release Agreement minimizes the threat of litigation against the Company and protects the Company’s goodwill. Instructions to Employers Consideration A Separation
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Problem: the seller is under no legal obligation to disclose liabilities of the company to the buyer. Solution: the buyer requires the seller to make representations and warranties about the company. If the representation is inaccurate or the warranty is breached, then the seller is required to indemnify the buyer. A representation, commonly referred to
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