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Signing on the dotted line – Due diligence for law firm mergers
Winter 2021
Newsletter: Law Firm Management
Price: $225.00, Subscriber Price: $157.50
Word count: 885
Abstract: Law firm merger activity dropped sharply in the wake of the COVID-19 outbreak, but some struggling firms are reassessing the strategy as a possible life preserver. The pandemic economy makes comprehensive due diligence more important than ever when evaluating potential arrangements, though. This article covers what firms should consider before signing on the dotted line, including financial issues, the entity structures of the merging firms, and the blending of attorneys and staff. A short sidebar discusses a few areas to research once the decision is made to go ahead with a merger to make the transition as smooth as possible.
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Disputed stock sale survives “entire fairness” review
January / February 2021
Newsletter: Advocate's Edge / Litigation Support
Price: $225.00, Subscriber Price: $157.50
Word count: 885
Abstract: The Delaware Chancery Court recently applied the toughest standard of scrutiny — known as “entire fairness” — in a dispute over the control and ownership of a company after the sale of unissued stock to an executive in the business. This article explains how the standard works and how an independent valuation helped the directors prevail in a recent shareholder dispute. A sidebar explains common methods experts use to estimate lost profits in fiduciary breach cases. Coster v. UIP Companies, Inc., No. 2018-0440-KSJM (Del. Ch. Ct. Jan. 28, 2020)
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What does the new tax law mean for business valuation?
May / June 2018
Newsletter: Valuation & Litigation Briefing / Litigation & Valuation Report
Price: $225.00, Subscriber Price: $157.50
Word count: 885
Abstract: The Tax Cuts and Jobs Act (TCJA) is the most significant overhaul of the tax code in more than 30 years. In addition to cutting tax rates, the law adds, modifies and eliminates many business-related tax breaks, along with transitioning to a territorial tax system for corporations with foreign earnings. This article provides an overview of how the changes will affect the income and market approaches. A sidebar highlights how tax law changes will affect settlements that include sexual harassment and abuse claims.
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The butcher, the baker, the candlestick maker – Adopting a customized due diligence approach
October / November 2016
Newsletter: Commercial Lending Report
Price: $225.00, Subscriber Price: $157.50
Word count: 885
Abstract: Most loan portfolios include businesses of all shapes and sizes. Before reviewing a borrower’s financial statements, it’s essential to consider the industry in which it operates. This article provides a five-factor approach to evaluating competitive forces that may help lenders anticipate future opportunities and threats. A sidebar shows how a lender might apply a scorecard approach to rate three hypothetical borrowers: a butcher, a baker and a candlestick maker.
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Getting a handle on the ACA’s “play or pay” provision
February / March 2014
Newsletter: Focus
Price: $225.00, Subscriber Price: $157.50
Word count: 885
Abstract: Next year, “large” employers will have to comply with what’s come to be known as the “play or pay” provision of the Affordable Care Act (ACA). For now, they will need to collect data on the makeup of their workforces and the health care benefits they offer — all of which is necessary to comply with the ACA. If they fall short, they then must decide whether it makes sense to boost their health care coverage or risk the penalties of not doing so — that is, to “play or pay.” This article discusses the act’s definition of a “large” employer and how to meet ACA requirements to avoid penalties. A sidebar explains how those penalties work.
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Exercise caution when wading back into the M&A market
April / May 2010
Newsletter: Merger & Acquisition Focus
Price: $225.00, Subscriber Price: $157.50
Word count: 885
Abstract: Several key economic indicators suggest that the U.S. economy finally is turning a corner — which likely bodes well for the M&A market. However, the recession weakened many companies’ financial profiles, and business buyers will almost certainly be more risk-averse. Sellers need to walk a fine line between pouncing on what may appear to be a good offer and hanging back to mull over the options. A sidebar to this article explores whether it’s a good idea to seek seller protections in this buyer’s market.