The Most Common Outcomes from an SEC Examination

Compliance officers and senior management tend to express relief once the U.S. Securities and Exchange Commission’s (“SEC”) Division of Examinations (“EXAMS”) ends its preliminary exit interview of their firm. Even if you’ve provided all requested documentation and answered all questions confidently, sometimes the most excruciating part of the exam process begins once SEC staff walks out your door.… Read More

Understanding Elements the SEC is Trying to Identify During an Examination

Undergoing a visit and/or an examination from the U.S. Securities and Exchange Commission (“SEC”) can be daunting, confusing, and draining. Firms throughout the industry are told that preparation is vital to successful SEC interactions, but how do you know what to prepare for? What steps do you need to take to minimizing the chances of your firm not receiving a deficiency letter with a long list of infractions. … Read More

Support and Counsel to Boards of Directors, Board Committees and Executives

When considering a merger, acquisition, or divestiture, significant responsibility rests with a company’s managers and board of directors. Much is at stake for the firms, employees, and shareholders or members involved. Minimizing and mitigating company risk is essential toward achieving a successful transaction and affecting a seamless transition.… Read More

Assembling the Right Legal Team for Your M&A

Mergers and Acquisitions are often exciting and pivotal events in a company’s history, no matter which side of the equation your company is on.

But Mergers and Acquisitions can also be complicated, time consuming, and expensive. Whether it is a share exchange, asset purchase, share purchase, or merger, it is important to ensure that business transactions are done correctly, while minimizing risk.

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Financing, Capital, and Ownership Structures

Corporate transactions categorized as Mergers & Acquisitions (“M&A”) generally include asset purchase agreements, mergers, reverse mergers, stock purchase agreements, share exchange agreements,  consolidations, tender offers, and other transactions involving the combination of two or more companies.  A transaction can fail to meet expectations when too much time is spent determining how much to pay for an acquisition and not enough thought given to how the deal will be financed. In this section, we’ll review various ways capital can be used to fund an acquisition and some of the most common business ownership structures.… Read More

The Essentials of a Purchase and Sale Agreement

You’ve reached the stage of the merger and acquisition process where you’ve completed the due diligence process and are ready to put pen to paper.

This is when every paragraph, sentence, and word should be reviewed by experienced professionals to successfully draft contracts for the sale of companies. In most cases, the purchaser and their legal advisors are already at work preparing the first version of the purchase agreement.… Read More

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