Mergers and Acquisitions: Taxable Acquisitions & Tax-Deferred Reorganizations

This article will provide a brief overview of certain taxable transactions and the ramifications in M&A transactions, including those certain tax-deferred reorganizations under §368 of the Internal Revenue Code.  Often, due to the fact that the taxes are deferred under IRC §368, these M&A transactions are referred to as “tax-free.”

Securities Regulations: Exemptions Under Reg D & Limited Offerings

Under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), all securities must be registered unless an exemption applies to those securities.  This article will give a brief summary of Regulation D and the limited offering exceptions found within it.

Securities Regulations: The Intrastate Offering Exemption

Under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), all securities must be registered unless an exemption applies to those securities.  Section 3 of the Securities Act, on a very general basis, exempts specific securities from the requirement of registration with the Securities and Exchange Commission (the “SEC”).  This article will give a brief summary of the Section 3(a)(11) exemption, sometimes referred to as the “intrastate offering exemption,” as well as its safe harbor, Rule 147. 

Securities Regulations: An Overview

This article will give a brief overview of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Other federal securities regulations, such as Sarbanes-Oxley, the Trust Indenture Act, the Investment Company Act, and the Investment Advisers Act, will be discussed in Part 2, later.

Mergers and Acquisitions: Structuring the Deal

Many business owners (or prospective business owners) interested in buying or selling a business may often fail to realize the importance of how a merger or acquisition transaction is legally structured.  The legal structure of the merger or acquisition of a business can take three forms: (1) an asset purchase transaction; (2) a stock purchase transaction; or (3) a statutory merger.  This article will discuss the first two.  The structure of each respective form carries with it certain benefits and drawbacks when buying or selling a business; these vary depending upon the competing interests of the purchaser and seller as each party’s objectives vary.

Mergers and Acquisitions: Valuation Methods

The following article will include some of the ways to approach valuations in the mergers and acquisitions setting, as well as some of their strengths and weaknesses.

Mergers and Acquisitions: An Introduction

The main idea behind any M&A transaction is the creation of value for the shareholders that goes beyond the current value of either company apart from each other, or for one company to gain a market advantage by the acquisition of another company.  Through the M&A transaction, the company or companies aim to create a more competitive advantage to their business, while also increasing profits by becoming more cost-efficient or boosting sales.

Business StartUp – Deciding What Entity To Use?

If you are looking to start a business, chances are that you have heard of one of the following business entities.  This post will cover general details about sole proprietorships, partnerships, limited liability partnerships, limited liability companies, and corporations.