Opportunities and Challenges of Mergers

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The third form of M&A transaction is the merger in all its forms. A merger generally achieves the same result as a stock purchase transaction but is usually a simpler transaction. It avoids many of the obstacles incident to dealing with a large number of shareholders. Absent special super-majority voting requirements in either party’s articles …Read more

Asset Purchase Transaction: Pros & Cons

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The advantages to the buyer of purchasing assets, as opposed to buying stock, can be considerable. First, with an asset purchase transaction, as opposed to a stock sale, a buyer can go a long way toward eliminating the risk of being saddled with the target’s company’s unwanted and unknown liabilities. Second, if the target company …Read more

Merger & Acquisitions Best Practices

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According to a recent Wall Street Journal survey mergers and acquisitions (M&A) are poised to increase in 2013. See the WSJ press release.  The Journal’s survey, which tilts towards Silicon Valley and Northern California, indicates that deal makers attribute the potential for increased M&A activity throughout the remainder of 2013 and into 2014 to the …Read more

Software Licensing Agreements

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Software has transformed the way we conduct business and is quickly transforming the way we live our lives.  It runs many of the devices we use every day, from the devices we use to surf the Internet, to the computers we use to process data and disseminate information, to the smart phones we use to …Read more

What about an LLC?

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As we have discussed before, the question of what is the best form of business entity to operate your new company is complicated and based on your specific business objectives and business plan.  The options include a form or corporation, a partnership or limited liability company.  Each form of entity has its advantages and disadvantages. …Read more

What Taxes to Pay First

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When your cash flow is inadequate to pay all your business taxes, which ones should you pay first? Your business is faced with a number of different types of taxes and government fees (which certainly feel like taxes). Some of the types that could apply to your business are personal property taxes on your equipment …Read more

Choosing a Corporate Entity?

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Critical Issues When Deciding on a Corporate Entity The primary considerations when choosing a business entity is (1) the degree to which the entrepreneurs’ personal assets are protected from the business’ liabilities, (2) the availability of favorable tax strategies (like maximizing the tax benefits of start-up losses, avoiding multiple layers of taxation, and converting ordinary …Read more