The worst thing to happen during the sale of a business is for a buyer to identify a problem that the seller didn’t even know they had. That changes the negotiations because when handling indemnification, the buyer will request more protection to cover any additional items about which the seller may not be aware. DoRead More
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The most common post-sale dispute involves determining the working capital of the sold business. In planning for the sale, the parties should agree on what is a normal working capital amount, as well as the elements of working capital. Careful planning in the purchase agreements can greatly diminish a post-sale dispute. Planning for the saleRead More
Originally published on BusinessLawToday.org by Michael Ellis Planning for the sale of a business must extend beyond the close of the actual transaction. Preparations must be made to simplify the resolution of disputes that could arise between buyers and sellers. Litigation in connection with the sale may occur over a variety of reasons, including breachesRead More
Originally published in SmartBusiness Dealmakers on October 26, 2018 Q&A discussion with Michael Ellis by Mark Scott Michael A. Ellis has always preferred corporate transaction work over litigation in his legal career. For nearly 40 years, he’s brought his understanding of the law to mergers and acquisitions, early stage venture capital deals and corporate securities.Read More
Forming a business: Critical questions for the entrepreneur before forming a partnership or engaging an attorney By MICHAEL A. ELLIS, BUCKINGHAM, DOOLITTLE & BURROUGHS LLC The ability to collaborate with other individuals to develop an idea is critical to the success of thousands of products, services and even artistic endeavors. However, not all relationships startRead More
Conflict Issues in the Sale of Closely Held Businesses—Tensions Among Family Members
Buyers, sellers should consider these potential issues during deal phase By David Kern and Jon Stefanik At its core, an M&A transaction involving a private equity buyer or seller is no different than any other M&A transaction that involves all of the usual suspects: due diligence checklists, working capital adjustments, baskets, caps, survival periods, carve-outsRead More
