VW Blog M&A

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.

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.

If you have tried to sell or buy a business that is an S-corporation for tax purposes recently, you may have run into the newly popular structure called the “F-Reorganization.” But what on earth is an F-reorganization?  And why is it so popular? This blog post explains the structure.

This blog post explains why the asset allocation matters, whether you are a buyer or a seller, and why this critical issue should not be an afterthought for the post-closing period.

This article explains the general features of non-compete and non-solicitation clauses in the context of mergers and acquisitions, including key items to consider for owners and companies alike.