Informations juridiques
Mergers and Acquisitions through the M&A Transaction Process
Learn how mergers and acquisitions progress through the M&A transaction process, from planning and due diligence to negotiation, regulatory review, and closing. Mergers and acquisitions involve far more than combining two businesses. A successful mergers and acquisitions transaction follows a structured M&A transaction process that includes planning, due diligence, negotiations, regulatory review, and closing. From my experience, many transaction risks arise when one stage is rushed or overlooked. Understanding each step of mergers and acquisitions helps businesses prepare more effectively and reduce legal and commercial uncertainty.
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Assignment and Assumption: Requirements, Risks, and Best Practices
An assignment and assumption agreement does two things and cannot do a third. It assigns rights. Generally without anyone's consent, though the contract may say otherwise. It has the transferee assume obligations. The transferee becomes answerable for them. It does not release the transferor. That requires a novation, and a novation requires the counterparty's agreement. Nothing drafted between assignor and assignee accomplishes it. This is the point most often missed: a seller who signs a well-drafted assignment and assumption agreement remains liable on those contracts, sometimes for years, and learns it when the buyer fails to perform. Read the anti-assignment clause for what it actually does. Language prohibiting assignment gives the counterparty a claim for breach while the transfer still takes effect. Language voiding assignment means nothing transferred at all. Both appear in ordinary commercial contracts and they produce opposite outcomes. One exception worth knowing. Where the assignment secures financing, the UCC overrides contractual restrictions on assigning receivables. A clause that blocks an ordinary transfer may not block that one.
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What Is Factory Acquisition: Legal Strategy for NY Buyers
Factory acquisition in New York requires structured legal due diligence, environmental risk screening, and contractual protections. Buyers navigating industrial transactions must secure title, review operating permits, and address historical hazardous material liabilities. Early M&A counsel involvement helps mitigate operational exposure, protect invested capital, and deliver seamless closing terms under state mandates.
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IP and Tech Valuation: Complete Legal Guide for Businesses and Disputes
Master IP valuation with this legal guide covering patent strategies, software metrics, and litigation damages. Accurate intellectual property valuation is critical for resolving disputes and closing deals successfully.
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Corporate Ethics and Compliance: Procedures and Response
3 Priority Considerations in Corporate Ethics and Compliance Matters: Regulatory exposure and enforcement risk, internal control frameworks and documentation, and board-level accountability and disclosure obligations.Corporate ethics and compliance programs serve as the operational backbone of responsible business governance. For in-house counsel and senior management, the stakes are significant: inadequate compliance infrastructure exposes the organization to regulatory penalties, criminal liability for individuals, reputational damage, and shareholder litigation. This article examines the legal framework that drives compliance obligations, the practical mechanisms courts and regulators evaluate, and the strategic decisions that determine whether a program will withstand scrutiny.
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Business Entity Filing: Procedure and Key Strategies for New York Owners
Correct business entity filing requires choosing the right legal structure and submitting accurate formation documents to the New York Secretary of State.Selecting between a Limited Liability Company (LLC) or a corporation determines your tax obligations and the extent of your personal liability protection. Our firm's combined experience helps entrepreneurs establish a legal foundation while ensuring ongoing compliance with annual reporting requirements. We guide business owners through each administrative step to mitigate legal risks and support long-term growth.
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