PRIVATE PLACEMENTS OF SECURITIES
Maximizing the benefits of acquiring, divesting, and merging companies
Although various exceptions from the requirement to register securities with the Securities and Exchange Commission may be available, it is a mistake to assume that you should not be concerned about securities laws unless your company is going public. Offerings or solicitations for the purchase of debt or equity instruments may lead to liability if done incorrectly. We help to make sure our clients have peace of mind when raising capital from private sources, whether those sources are friends and family or venture capital or private equity firms.
Mergers and Acquisitions Posts
Lavelle Law News and Events
A Type F reorganization (“F Reorg”), governed by Section 368(a)(1)(F) of the Internal Revenue Code, provides a strategically significant mechanism for corporate restructuring. Defined as a “mere change in identity, form, or place of organization of one corporation,” an F Reorg permits a corporation to alter its legal existence while being treated for federal tax purposes as the same entity. This recharacterization allows for the uninterrupted preservation of tax attributes while maintaining shareholder continuity.
FTC’s Revised Hart-Scott-Rodino Filing Thresholds, Filing Fee Schedule, and an Increased Civil Penalty for M&A Transactions
In the August article, I discussed the proposed merger guidelines issued by the U.S. Department of Justice Antitrust Division (“DOJ”) and the Federal Trade Commission (“FTC” and collectively with DOJ, “Agencies”). They were finalized and released by the Agencies on December 18, 2023. They continue the Biden Administration’s theme of increased scrutiny of mergers and stricter enforcement of antitrust laws.
In this video podcast, Lavelle Law attorneys Steven Migala and David O'Leary review the advantages and strategies of using an Employee Stock Ownership Plan as a business succession option. ESOPs are a mechanism by which owners can sell their business to employees allowing their legacy to be protected. Learn about the advantages of the approach and some of the mechanisms involved in an ESOP transaction from two very experienced attorneys.
Lavelle Law is hosting a free seminar about ESOPs and their role in transitioning a business.
An Employee Stock Ownership Plan (“ESOP”) is a type of qualified employee benefit plan that is designed to invest primarily in the stock of the sponsoring company. It provides employees with an ownership interest in the company, giving them an incentive to be more productive. It is also a retirement plan and shareholder transition vehicle which may provide selling shareholders and the company with significant tax benefits.
In the final installment of our 3-part series on buying or selling a business, business experts discuss the closing process. Lavelle Law Managing Partner Ted McGinn, Bill Germanetti, Principal at Impact Business Coaching, Inc., and David Gronski, President, North Coast Capital Advisors, Ltd. discuss what takes place, who attends, and how to prepare
When businesses are bought, sold, or merge, a due diligence period allows both parties to review all elements of the entities involved in the transaction. Lavelle Law Managing Partner Ted McGinn and Bill Germanetti, Principal at Impact Business Coaching, Inc. take you through the critical elements of the due diligence process.
Business experts discuss the importance of having a letter of intent when buying or selling a business entity.
In this podcast, Steven Migala, Lavelle Law Attorney and Shareholder, is joined by Paul Heinze, President of the Paul M. Heinze Company and an alliance partner in Goldberg Heinze Business Advisors. Steve and Paul discuss the value of working with an M&A Intermediary or Broker when selling your business or growing by strategic acquisition.
