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Equity Investors: Be ForeWARNed


By on Apr 8, 2014
Posted In Private Equity, Restructuring & Insolvency, Uncategorized

The Worker Adjustment Retraining and Notification Act (WARN Act) requires certain employers to give employees 60 days’ notice of plant closings and mass layoffs.  The goal of the WARN Act is to “provide workers and their families transition time to adjust to the prospective loss of employment, to seek and obtain alternative jobs and, if...

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Delaware Law to Provide for Ratification of Defective Corporate Acts as of April 1, 2014


By on Mar 26, 2014
Posted In Corporate, Mergers & Acquisitions, Uncategorized

It is quite common during the course of legal due diligence to discover that a target company has issued more stock than it had legally authorized through its certificate of incorporation.  Many companies, particularly emerging growth companies, are often too preoccupied with ambitious growth plans and raising critical private capital and overlook basic corporate housekeeping. ...

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An Alternative to M&A – Pre-Sale Joint Venture As First Step of a Staged Sale


By on Aug 29, 2013
Posted In Mergers & Acquisitions, Uncategorized

At times when funding may not be available or general economic uncertainty may otherwise preclude a M&A transaction from being completed, it is worth contemplating a pre-sale joint venture as a viable alternative.  The advantages are clear.  For the ultimate seller, it can be the first step toward a full exit.  For the ultimate buyer,...

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High Growth Segment


By on Aug 7, 2013
Posted In Private Equity, Uncategorized

Fast-growing companies, particularly technology companies, have been looking to the US public markets rather than those in the UK for equity financing.  In fact, there have been no initial public offerings of European technology companies on the main market of the London Stock Exchange (LSE) since 2010. As a response to this, the LSE announced...

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Caveat Emptor: Successor Liability for FLSA Claims


By on Jul 24, 2013
Posted In Mergers & Acquisitions, Restructuring & Insolvency, Uncategorized

One of the primary advantages to acquiring businesses through asset sales as opposed to stock sales is the buyer’s ability to avoid successor liability.  There are exceptions to this rule in most states, including:  (i) impliedly or expressly assuming the liability in the asset purchase agreement; (ii) fraudulent sales of assets for the purpose of...

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