SEC Provides Exemption from Broker-Dealer Registration Requirements for M&A Brokers

On January 31, 2014 (revised February 4, 2014), the SEC issued a no-action letter to a group of attorneys who requested assurance on an issue that has long been on the minds of securities lawyers: are people who facilitate the sale of a controlling interest in a business involving a transfer of stock — which the Supreme Court has held to be a sale of securities under federal securities laws — required to register as broker-dealers under the Securities Exchange Act of 1934, with all of the attendant expenses and obligations?

[Read more…]

Selling Your Business — Practical Tips for Sellers — Part 13: Recap and Concluding Thoughts

This is the final part of our series discussing the sale of a business from the seller’s perspective. We’ve covered commencement of a potential deal through the closing and discussed certain post-closing items (primarily indemnification). To wrap up, we’ll recap some of the major items we’ve discussed and some of the tips we’ve provided. [Read more…]

Selling Your Business — Practical Tips for Sellers — Part 12: Ancillary Agreements – Noncompetition Agreements and Employment/Consulting Agreements

This is part 12 of our series discussing the sale of a business from the seller’s perspective.  Previously, we covered the commencement of a potential deal through the closing and post-closing indemnification terms.  In this post, I will discuss some of the key ancillary agreements that are part of most transactions.  Specifically, I’ll discuss noncompetition agreements and employment/consulting agreements and provide some tips to sellers when negotiating these documents. [Read more…]

Selling Your Business — Practical Tips for Sellers — Part 11: Indemnification (Part Two)

This post was jointly written by Casey W. Riggs and Jennifer Wilson.

This is part 11 of our series discussing the sale of a business from the seller’s perspective.  We’ve covered commencement of a potential deal through the closing and are now discussing indemnification.  If you missed the first section of this post, you can find it here.

In this post, we’ll jump into some of the specific negotiation points with indemnification provisions, providing tips and explanation at the same time. [Read more…]

Selling Your Business — Practical Tips for Sellers — Part 10: Indemnification (Part One)

This post was jointly written by Casey W. Riggs and Jennifer Wilson.

This is part 10 of our series discussing the sale of a business from the seller’s perspective.  We’ve covered commencement of a potential deal through the closing and now turn back to the purchase agreement to discuss the indemnification provisions, which deal with post-closing events.  Indemnification provisions are among the most heavily negotiated portions of a purchase agreement, yet business owners may be tempted into thinking they are simply something lawyers like to argue over without realizing their importance.  In this post, we’ll try to give a simple explanation of the indemnification provisions, explain how these provisions may come up after the closing, and give a few generic tips for sellers in handling indemnification.  In the next post, we’ll provide some detail on specific provisions of the indemnity section and provide more seller tips related to those provisions. [Read more…]