Tax and Legal

Stock, Asset or Merger? Find out what you need to know about tax and legal issues in M&A.

Getting both buyer and seller to agree to and sign a letter of intent (LOI) is a critical milestone in the M&A process. The LOI provides the basic guidelines for the deal moving forward: It outlines major issues like fundamental terms, price, agreement on major business points, and sets forth buyer exclusivity for a period […]

Read More

In merging two distinct companies there are many legal technicalities that need to be reviewed to finalize the deal, so it’s critical to hire an attorney to help cover your bases. Lawyers typically assist in drafting legal documents like the letter of intent and acquisition agreement, and even employment agreements to keep key employees at […]

Read More

Cash of US non-financial companies has reached $1.9 trillion, a 10 percent increase from 2016, and it is estimated that $1.1 trillion will return to the US if a tax holiday is granted under the Trump administration. Alexander Lee, a leading Tax Attorney and Partner at McDermott Will & Emery, recently commented on this topic […]

Read More

To many, taxes are a maze of complicated regulations they would rather avoid all together or leave to the professionals. While this is understandable given the complex nature of the US tax code, failure to familiarize yourself with these critical issues could negatively impact your acquisition. In M&A, taxes play a critical role and can […]

Read More

After signing a letter of intent, you expect the deal to close, but there are a number of reasons acquisitions fail ranging from regulatory hurdles to unexpected challenges that arise during due diligence to cultural clashes. In my last post, I discussed reasons deals fall apart even after both parties sign a LOI. Here are […]

Read More

Pfizer and Allergan have announced that they are abandoning their $160 billion merger. This resulted from a political storm around tax inversions, a technique whereby US companies relocate abroad to avoid the high US corporate tax rates. The Treasury department took action to insert new rules that effectively killed the financial benefits of the deal. […]

Read More

Do you know who will read your letter of intent? Many assume that only the owner of the company you wish to purchase will read the LOI, but often there’s a wider audience. While the owner is your top priority, there are other likely readers of the LOI you need to consider: the board of […]

Read More

If buyers want asset purchases and sellers want stock purchases how do the two ever come to an agreement? Leading Tax Attorney Alexander Lee of Paul Hastings, answered this question in our webinar “Tax Considerations for M&A.“ There are several factors that are important when the buyer and seller discuss deal structure. Specify Deal Structure in […]

Read More

Tax implications can significantly alter how you structure a deal and even the price of your acquisition, so it’s important to understand their effect. Join us for a webinar on Tax Considerations in Mergers & Acquisitions and uncover what you need to know about taxes in M&A and gain an understanding of tax issues. Join […]

Read More

I’m pleased to announce that Capstone will offer a brand new webinar this month on “Tax Considerations for Mergers & Acquisitions“ presented by guest host Alexander Lee, a partner at Paul Hastings who heads the firm’s transactional tax practice in the Los Angeles. I have worked with Alexander for many years and can tell you he […]

Read More

As tax day approaches in the U.S. I thought it’d be appropriate to discuss a business tax trend. As you may be with your own return, U.S. corporations are looking for more tax advantages.  Many are seeking tax inversions, where they reincorporate in a new country with a lower tax rate as a result of […]

Read More

I typically advise my clients to have a binding no-shop in the Letter of Intent. This will ensure that the seller cannot try to find a better deal somewhere else, once the LOI is signed. Sellers may insist on including a go-shop clause, which provides a certain period of time (usually around 50 days) to […]

Read More

Edelman Financial Group agreed to sell their business for $258 million which is reported to be a 43% premium over their stock price. The interesting thing is the agreement includes a 40 day “go-shop clause” where the company can seek higher bids. I have been talking about these provisions for several years and expect you’ll […]

Read More

Two separate clients asked me for a Letter of Intent (LOI) sample within 48 hours.  Other typical questions include:  “What should an LOI contain (or not include)?” and “Why use an Memorandum of Understanding or a Term Sheet versus an LOI?” Capstone looks at an LOI (and all of its derivatives) as a “marketing” document.  […]

Read More

M&A: From LOI to Close CPE Credit Awarded Thursday, March 11, 2010; 1:00 PM ET David Braun is hosting a webinar with Capstone Senior Vice President Wes Teague. Building on the success of our last webinar on Contemporary Legal Issues in M&A, Capstone is presenting a new program that will lead you through one of […]

Read More

More and more I am seeing creative deal structuring in today’s M&A market.  This comes as little surprise.  The credit markets remain quiet; companies are not growing their way out of financial stress and smaller firms often finding themselves squeezed by larger companies who offer more products and better terms. So what is a small […]

Read More

I am hosting a webinar tomorrow (December 17) with CPE credit being awarded! We’ve heard from our audience that they want an opportunity to earn CPE credits by the end of the year, so we’ve developed a webinar on an in-demand topic: current legal topics in M&A. Even if you are not a member of the […]

Read More