Insights

InsightsIndemnification – What Exactly is a seller Responsible for when selling its Business

September 12, 20230

Although every seller would like to sell its business “as is” and walk away from any associated liabilities, few deals get done that way. Instead, subject to negotiated limitations, most buyers expect the seller to be responsible, and make the buyer whole, for certain known and unknown liabilities relating to when the seller owned its business – a concept M&A professionals refer to as indemnification. Indemnification provisions are essential to allocating risk between the parties, are complex, and require careful drafting.

InsightsThe Importance of Representations and Warranties Insurance in M&A

June 12, 20230

If you are the owner of a staffing firm considering a sale of your company or a first-time buyer, you may never have heard of Representations and Warranties Insurance (RWI). However, experienced buyers, sellers and M&A professionals know RWI is a frequently used tool for facilitating transactions that can benefit both buyers and sellers.

InsightsSeller Beware: Don’t Market Your Business Without Doing A Presale Legal Audit

June 25, 2022

Selling a business involves significant risk and is something that most owners do only once in their lifetime. A seller must “do it right the first time” and avoid pitfalls that can result in a reduced number of interested buyers, a reduced sale price, unfavorable payment terms, a large at-risk escrow amount, or a deal that does not close. If a deal doesn’t close, substantial management time is likely to have been spent, tens of thousands or hundreds of thousands of dollars in professional fees are likely to have been incurred, confidential information about the seller’s business will have been disclosed, employees may leave, and a multi-million dollar payday will have vanished.

InsightsKey Legal Issues in Buying and Selling Staffing Firms

May 3, 20220

This article consists of two parts. Part I describes preliminary matters a seller should consider before beginning negotiations to sell its staffing business. Part II is an overview of the acquisition process. PART I – WHAT A SELLER SHOULD KNOW BEFORE IT STARTS NEGOTIATING Having built a successful staffing firm, it is time to sell. The eventual buyer of the business is likely to be experienced in acquiring staffing firms and may be a competitor; however, this is the seller’s first sale.What should aseller do to help level the playing field?

InsightsNew York City Amends Its Sick Leave Law To Align With New York’s Statewide Sick Leave Law

October 27, 2020

On September 28, 2020, Mayor de Blasio signed into law amendments to New York City’s Earned Safe and Sick Time Act (the “Act”). The amendments, which went into effect on September 30, 2020, generally align the Act with New York’s recently enacted statewide sick leave law that also went into effect on September 30, 2020. However, several important differences described below exist between the two laws.

InsightsI’investissement Immobilier Aux Etats-Unis Structures Et Stratégies Fiscales

October 23, 2020

Le but dans la structuration de tout investissement, où qu’il soit, est de minimiser ou d’éliminer: l’impact fiscal, les droits de succession et le risque en termes de responsabilité.

InsightsIRS Issues Guidance On Deferral Of Employee Social Security Taxes

October 8, 20200

If you are the owner of a staffing firm considering a sale of your company or a first-time buyer, you may never have heard of Representations and Warranties Insurance (RWI). However, experienced buyers, sellers and M&A professionals know RWI is a frequently used tool for facilitating transactions that can benefit both buyers and sellers.

InsightsPublic Company’s Financial Reporting Requirement Relating To Acquisitions

September 8, 2020

The U.S. Securities and Exchange Commission (the “SEC”) believes that it is in the public interest for companies (“U.S. Public Companies”) with reporting obligations under the Securities Exchange Act of 1934, as amended (the “1934 Act”), that undertake material acquisitions to disclose those acquisitions to the public. The information to be disclosed would include, among...

InsightsNew York Enacts Statewide Sick Leave Law

August 20, 20200

If you are the owner of a staffing firm considering a sale of your company or a first-time buyer, you may never have heard of Representations and Warranties Insurance (RWI). However, experienced buyers, sellers and M&A professionals know RWI is a frequently used tool for facilitating transactions that can benefit both buyers and sellers.

InsightsNew York State Issues Reopening Requirements And Guidance For Office-Based Work

July 10, 2020

As part of its “New York Forward” reopening plan1 for “Phase II” businesses, New York State authorized office-based businesses (other than medical offices) to reopen on June 22, 2020; provided they meet certain “minimum” requirements in light of COVID-19. These requirements must be met for office-based businesses to reopen, as well as by office-based businesses that have already reopened. They are in addition to requirements of the New York State Department of Health (“DOH”) and applicable federal requirements (such as from the Centers for Disease Control and Prevention (“CDC”) and Occupational Safety and Health Administration (“OSHA”)).