VW Blog Articles by Candace Groth

This blog post explains why a Letter of Intent (LOI) is essential in acquisition transactions, despite initial alignment between parties. It outlines how an LOI benefits both buyers and sellers by clarifying key financial and legal terms, setting expectations, and providing enforceable confidentiality and exclusivity.

We answer some FAQs about the Corporate Transparency Act, which requires most businesses to file a Beneficial Ownership Information report to report certain information regarding the business, its beneficial owners, and company applicants.

We often get clients asking for an ESOP Plan when they are actually thinking of a Stock Option Plan or Equity Incentive Plan. In this blog, we go over the difference between an Employee Stock Ownership Plan and Stock Options.

This blog discusses which types of equity plans are, and are not, available for an LLC or corporation taxed as an s-corporation.

Our fifth and final post regarding indemnification in M&A takes us on a journey through Materiality Scrapes.

Part IV in our series on indemnification focuses on caps, baskets, and deductibles.

Part III in our series on Indemnification in M&A takes us to Time Periods for Indemnification.

Part II of our series on Indemnification in M&A Contracts focuses on the wide scope of potential claims covered by indemnification.

Indemnification is one of the most important, but least understood, parts of an M&A transaction. In this blog series, we will be covering the different aspects of the Indemnification Section of the Purchase Agreement. Part 1 will discuss what indemnification is and the process for indemnification under the agreement.

This blog discusses the differences between an acquisition structured as an Asset Sale versus one structured as a Stock Sale, as well as the Section 338(h)(10) election, which is used when the Buyer needs the transaction to qualify as a stock sale, but wants the advantages of asset sale tax treatment.