Corporate Transparency Act Q&A
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.
ESOP v. Stock Options: What’s the difference?
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.
Equity & Equity-Like Plans for S-Corporations
This blog discusses which types of equity plans are, and are not, available for an LLC or corporation taxed as an s-corporation.
Indemnification in M&A Contracts Part V: Materiality Scrapes
Our fifth and final post regarding indemnification in M&A takes us on a journey through Materiality Scrapes.
Indemnification in M&A Contracts Part IV: Caps, Baskets, and Deductibles
Part IV in our series on indemnification focuses on caps, baskets, and deductibles.
Indemnification in M&A Contracts Part III: Time Period for Indemnification (aka. The Survival Periods)
Part III in our series on Indemnification in M&A takes us to Time Periods for Indemnification.
Indemnification in M&A Contracts Part II: Indemnification “Claims”
Part II of our series on Indemnification in M&A Contracts focuses on the wide scope of potential claims covered by indemnification.
Indemnification in Mergers and Acquisitions Contracts
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.
When is a Stock Sale not a Stock Sale? When it’s a Section 338(h)(10) Sale
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.