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A Business Law Blog for Entrepreneurs, Startups, Venture Capital, and the Private Fund Industry.

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Mergers & Acquisitions

Legal Considerations for Selling an Emerging Growth Company Part 2: Creating an Engagement Letter with a Financial Adviser

September 21, 2016 by Alexander J. Davie

Business team working on laptop, while sitting at office. Business people.Last month, we began a seven-part series on “Legal Considerations for Selling an Emerging Growth Company,” and, in that post, we discussed six important steps in the merger and acquisitions process that emerging growth companies will need to prepare for, which are: (1) engaging a financial adviser; (2) entering into a non-disclosure agreement; (3) negotiating the term sheet or letter of intent; (4) due diligence; (5) drafting and negotiating definitive documents; and (6) closing. We will continue to dive deeper into each of these steps of the process, and this month we are focusing on the first step, which is negotiating an engagement letter with a financial adviser. [Read more…]

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Filed Under: Mergers & Acquisitions, Startups and Venture Capital Tagged With: M&A, Venture Capital

Legal Considerations for Selling an Emerging Growth Company Part 1: The M&A Process

August 17, 2016 by Alexander J. Davie

M&A processEveryone knows that a primary goal for many, if not most, startups and tech companies is to eventually sell the company, even if the founders intend to remain with the company. It goes without saying that selling your company can result in an enormous payday and provide continued vitality for the company going forward. That said, it’s critical that owners/entrepreneurs comply with legal requirements and protect their legal interests throughout the sales process (also known as the “M&A process”) to maximize their chances for a positive outcome.

With that in mind, this month I’m beginning a series of blog posts on the legal considerations you’ll need to keep in mind when selling your business. We begin with taking a look at an overview of the process involved in a merger or acquisition (often referred to as an “M&A deal”). Below is a high-level look at six essential steps to successfully completing the M&A process, and in future posts, we will dive deeper into what each one means for you. [Read more…]

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Filed Under: Mergers & Acquisitions, Startups and Venture Capital Tagged With: M&A, Venture Capital

Red Flags in Purchasing a Business

November 30, 2015 by Alexander J. Davie

As I’ve written before on this blog, due diligence is a crucial part of purchasing a business. I was recently interviewed by The Ambulatory M&A Advisor, and the resulting article can be found here: http://www.ambulatoryadvisor.com/current-red-flags/

While The Ambulatory M&A Advisor specializes in M&A for ambulatory care centers, the issues discussed apply to any business.

Enjoy!

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Filed Under: Mergers & Acquisitions Tagged With: Due Diligence

The Dangers of Using Unregistered Brokers and Finders

September 22, 2015 by Alexander J. Davie

As I’ve written before on this blog, business owners need to be careful about hiring unregistered brokers and finders for capital raises. This rule applies to some M&A events as well. I was recently interviewed by The Ambulatory M&A Advisor, and the resulting article can be found here: http://www.ambulatoryadvisor.com/the-dangers-of-unregistered-brokers-and-finders/

While The Ambulatory M&A Advisor specializes in M&A for ambulatory care centers, the issues discussed apply to any business.

Enjoy!

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Filed Under: Mergers & Acquisitions Tagged With: Broker-Dealer, M&A, Securities

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

March 2, 2014 by Alexander J. Davie

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…]

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Filed Under: Mergers & Acquisitions Tagged With: Broker-Dealer, Finders Fees, M&A, SEC, Securities, Securities Exchange Act

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About the editor

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Strictly Business is a business law blog for entrepreneurs, startups, venture capital, and the private fund industry. Its editor is Alexander J. Davie, an attorney at Riggs Davie PLC based in Nashville, Tennessee. His practice focuses on corporate, securities, and business law. He works mainly with technology companies, including startups and emerging companies, and private equity, venture capital, and hedge funds.
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