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Disclaimer: The information on this website is provided for general informational purposes only, and may not reflect the current law in your jurisdiction. No information contained on this site should be construed as legal advice from The Law Offices of Jeffrey T. Petersen or the individual author, nor is it intended to be a substitute for legal counsel on any subject matter. No reader of this content should act or refrain from acting on the basis of any information included in, or accessible through, this website without seeking the appropriate legal or other professional advice on the particular facts and circumstances at issue from a lawyer licensed in the recipient’s state, country or other appropriate licensing jurisdiction.
© The Law Offices of Jeffrey T. Petersen 2024
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© The Law Offices of Jeffrey T. Petersen 2024
site design by digitalstoryteller.io
THE M&A MARKET IS POISED FOR AN UPTICK IN 2024
/in Mergers & Acquisitions, News /by The Law Offices of Jeff Petersen TeamDuring the course of the pandemic, middle market M&A had an unprecedented level of deal activity due to a variety of factors, chief among them low interest rates, the large influx of capital into private equity, and a common belief among sellers that tax rates would soon increase with the Democratic party controlling the executive […]
DEI for legal teams
/in Corporate Transactional Law, News /by The Law Offices of Jeff Petersen TeamDEI initiatives are no longer the sole purview of the human resources team, leadership and legal need to be involved too.
Chinese Companies Delisting off the NYSE
/in News, Securities Law /by The Law Offices of Jeff Petersen TeamChinese Companies delisting off the N.Y.S.E. mean that US investors will have less transparency into those stocks should they invest in foreign markets
M&A trends for 2022
/in Mergers & Acquisitions, News /by The Law Offices of Jeff Petersen TeamThe strong M&A volume predicted for 2022 is being driven by a hot Private Equity environment, ESG initiatives and remote work, among other factors…
SANDBAGGING CLAUSES IN M&A AGREEMENTS
/in Mergers & Acquisitions, News /by The Law Offices of Jeff Petersen TeamIn an agreement for the sale of a business, there will be a number of representations and warranties by the seller across the spectrum of the company’s business.
FLORIDA MAN BEING SENTENCED FOR WIRE FRAUD IN CONNECTION WITH TRADING COMPANY
/in News /by The Law Offices of Jeff Petersen TeamThe United States Attorney’s Office for the Southern District of Florida issued a press release about a Kissimmee, Florida resident being sentenced to more than seventeen years in prison after having been convicted at trial of wire fraud.
TEXAS OIL COMPANY PAYS $5.4 MILLION TO SETTLE SEC SUIT
/in News /by The Law Offices of Jeff Petersen TeamThe SEC entered into a settlement on its recently-filed securities suit against defendants Southlake Resources Group, LLC (“Southlake”), Cody Winters, and Nicholas Hamilton. The defendants consented to entry of the SEC’s proposed final judgments without admitting or denying the allegations in the SEC’s complaint.
MANHATTAN TAX ATTORNEY AND CPA INDICTED FOR TAX EVASION
/in Corporate Transactional Law, News /by The Law Offices of Jeff Petersen TeamThe United States Attorney’s Office for the Southern District of New York announced that Manhattan tax attorney Harold Levine and Florida certified public account Ronald Katz were charged in Manhattan federal court in an eight-count Indictment with engaging in a multi-year tax evasion scheme involving the diversion of millions of dollars of fees from a Manhattan law firm, and the failure to report that fee income to the IRS.
DEFINING A SELLER’S KNOWLEDGE IN AN M&A AGREEMENT
/in Mergers & Acquisitions, News /by The Law Offices of Jeff Petersen TeamIn any M&A transaction there will be representations and warranties across the company’s business. To limit exposure look at setting knowledge qualifiers.
MATERIALITY SCRAPES IN M&A AGREEMENTS
/in Mergers & Acquisitions, News /by The Law Offices of Jeff Petersen TeamA materiality scrape is a provision in the agreement that provides that when determining either: (1) whether a representation or warranty in the agreement has been breached; and/or (2)…
INDEMNITY PROVISIONS IN AGREEMENTS FOR SALE OF A BUSINESS
/in Mergers & Acquisitions, News /by The Law Offices of Jeff Petersen TeamWhen business owners receive an agreement for the purchase of their business, it is easy to feel lost in a sea of legalese. The agreement generally can be anywhere from 40 to 100-plus pages, covering a broad range of representations and warranties, tax matter procedures and so on.
NEGOTIATING FAVORABLE TAX TREATMENT OF EARNOUTS
/in Mergers & Acquisitions, News /by The Law Offices of Jeff Petersen TeamIf a company’s owners are negotiating a sale of their business, one facet of compensation the buyer may propose is an earnout.
NEGOTIATING AN ENGAGEMENT AGREEMENT WITH AN INVESTMENT BANKER
/in Mergers & Acquisitions, News /by The Law Offices of Jeff Petersen TeamA company looking to sell its business will often engage an investment banker to assist in the process. The right investment banking firm can help a company sell its business for substantially more than it otherwise would have.
ADDRESSING IMPORTANT DEAL POINTS IN YOUR LETTER OF INTENT
/in Corporate Transactional Law, News /by The Law Offices of Jeff Petersen TeamThe fact that the letter of intent is non-binding and chiefly addresses business points of the deal sometimes lulls business owners into a sense of complacency on the legal aspects of the deal, with the mindset being that the lawyers can hash out the legal terms later.
DELAWARE CHANCERY CASE HAS SIGNIFICANT IMPLICATIONS ON USE OF SUPERMAJORITY PROVISIONS WITH DELAWARE CORPORATIONS
/in Corporate Transactional Law, News /by The Law Offices of Jeff Petersen TeamA recent case from the Delaware Chancery Court has cast doubt on the validity of bylaws containing supermajority voting requirements on items where Delaware’s General Corporation Law (“DGCL”) contains a specific voting threshold.
SEC CHARGES CHINESE NATIONAL CITIZENS WITH INSIDER TRADING, OBTAINS ORDER FREEZING $29 MILLION IN U.S. ACCOUNTS
/in News, Securities Law /by The Law Offices of Jeff Petersen TeamThe Securities and Exchange Commission announced Friday that it obtained an emergency court order freezing brokerage accounts holding more than $29 million in allegedly illegal profits from insider trading that took place prior to the April 2016 acquisition of DreamWorks Animation SKG, Inc. by Comcast Corp.