Mergers & Acquisitions

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For decades, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) has required certain business combinations and related transactions to be reported to the Federal Trade Commission (FTC) and the Antitrust Division of the U.S. Department of Justice (DOJ) according to the federal premerger notification program. As part of the premerger notification program, parties to large business combination transactions must provide the FTC and DOJ with specified information about each party’s business by filing a Notification and Report Form for Certain Mergers and Acquisitions (the HSR Form) with such agencies. The FTC and DOJ then review the information before the transaction is finalized to assess potential anticompetitive and antitrust risks.

Continue Reading HSR Notification: A Return to Pre-2025 Form Requirements (For Now)

Join our on-demand webinar to hear a dynamic discussion on seller readiness in mergers and acquisitions. This conversation features Manny Clark, M&A attorney at Winstead, and Eric McCarthy, managing principal at Immoderata.

Don’t miss this opportunity to gain insights that could significantly impact your M&A outcome.

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Selling your business is a significant undertaking, often complex and emotionally charged. It’s a rigorous, time-consuming, and expensive process that most business owners experience only once. However, with the right approach, you can navigate this journey confidently and position your business for the best possible outcome.

In this downloadable guide, attorney Manny Clark (Shareholder, Winstead…

When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement (“NDA”). This is a document that will dictate how a company will handle confidential information during the due diligence process (and…

For nearly all companies, but particularly companies in the technology sector, the intellectual property (“IP”) they create are the crown jewels of the business. Without the IP, the company has nothing to sell. Of course, the IP does not form out of thin air—someone has to create it. That “someone” is the company’s founders, as well as employees and contractors hired by the company. Accordingly, companies should have an approved form of Proprietary Information and Inventions Assignment Agreement (often referred to as a “PIIA” or an “IP Assignment Agreement”) executed by each of its founders on formation and each future employee and contractor upon hiring or engagement.

Continue Reading IP Assignment Agreements: Protecting Your Company Today and Saving Yourself from Headaches Tomorrow

It’s commonplace for commercial contracts to contain arbitration clauses. But should they? The answer to this question depends on several factors, such as anticipated cost, the importance of confidentiality, the importance of third-party discovery, and whether you prefer (or want to avoid) a jury trial.

Continue Reading To Arbitrate or Not to Arbitrate? That is the Question

Early-stage companies often rely on Simple Agreements for Future Equity (SAFEs) and convertible promissory notes to raise capital either prior to a company’s first priced preferred equity round, or to raise bridge capital between priced equity raises. In addition to the economic terms, investors considering participation in these financings should seek visibility as to the other investors in the round, and the potential misalignment of incentives among those investors.

Continue Reading Investing in SAFE and Convertible Note Rounds ꟷKnow Your Bedmates!

For nearly 200 years after its inception in 1792, the New York Stock Exchange (“NYSE”) faced insignificant competition as the premier stock exchange within the United States.  Then, alongside the technological surge of the late 20th Century, came an innovative alternative to the NYSE: the NASDAQ Stock Market (“NASDAQ”).  Boasting itself as the world’s first electronic stock market, NASDAQ quickly gained popularity and market share in America’s financial sector by offering modernized processes for stock trading.  Today, the NYSE and NASDAQ are positioned as the world’s two largest, most influential, and widely recognizable stock exchanges.  And a new exchange in Texas is “bullish” on becoming the third.

Continue Reading New Stock Exchange Set to Launch in Texas

If an issuer of a securities wishes to generally advertise their private offering of securities, they can do so under Rule 506(c) of Regulation D of the Securities Act of 1933, which would exempt the offeror from registration as an “Investment Company” under the Investment Company Act. Although offering securities under the 506(c) restriction allows the issuer of the securities not to register as an “Investment Company,” the issuer will still have to file a “Form D” with the SEC once the securities are sold, notify each state in which the securities have been sold with what are called “Blue Sky” filings, and provide certain other disclosures to prospective investors.

Continue Reading Complying with Rule 506(c): Investor Verification Methods Explained

When acquiring or selling a company, many nuances exist in various stages of the process, some of which are not readily apparent on their face. One of those nuances is the interplay between accounts receivable and working capital.

Often, in an acquisition, a portion of the purchase price will essentially remain in the target company’s bank account as “working capital.” Working capital is the amount of cash required for a company to operate over a set period of time. The amount of working capital typically will not be a set number, rather, there will be a working capital target on which to base the purchase price on, and the final working capital will be delivered at closing, or determined post-closing.

Continue Reading Working Capital and Accounts Receivable