“Successor” Sales and Use Tax Liability in Connecticut

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Parties to M&A transactions often go to great lengths to negotiate and document which liabilities of the target are assumed by the buyer and which are not assumed (or, in other words, “excluded” from the transaction).  Liabilities can be allocated by the target retaining certain specified liabilities or by the target’s equity holders assuming those liabilities, with indemnification provisions to buttress the parties’ desired allocation.  These arrangements vary from deal to deal and by transaction type.   Continue Reading

Private Equity Funds: Where Tax and Labor Laws Collide?

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Back in 2013, when an appeals court judge used federal income tax principles for purposes of employee benefits law, players in the private equity market stood up and took notice.  At stake was the determination that a private equity fund constituted a “trade or business” that is under “common control” with a portfolio company and, therefore, on the hook for pension fund debt. Continue Reading

Medical Practice M&A: When to Get into the Game?

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You may find yourself owning a comfortable medical practice.  You get along with your partners, make your own hours, and share in the profits.  The staff, whom you handpicked, enjoy their time in the office and love coming to work.  The patients are in no short supply, and they appreciate the special care you provide.  Life is good. Continue Reading

The Tale of How One Client Acquired a Tail

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One day a client asked a simple question.  He was in the process of selling his business and was thinking about the Company’s commercial liability insurance, that is, the insurance that protects his business against claims for causing bodily injury, property damage, and other harm.  “If we sell off all of the Company’s assets and would no longer be operating the business,” he asked, “will we really need to continue having liability insurance after the closing?” Continue Reading

New Crowdfunding Rules Effective Now

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This past Monday, May 16, 2016, new rules went into effect that permit the general public to invest in capital-raising by startup companies through so-called “crowdfunding portals.” Continue Reading

Subordination of Seller Financing: Different Meanings for Different Parties as to How the Storm Will Be Weathered

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A buyer and seller are going on a journey together and they have agreed upon their itinerary in the form of a term sheet for an acquisition or merger.  One simple term sheet provision provides for part of the consideration to be paid by a promissory note payable to the seller.  This provision contains the amount, the amortization, the interest rate and the schedule of payments for the seller note.  It also states that the seller note will be subordinate to the financing provided by the senior lender.  It’s so simple and so clear, what more could you possibly need to say?  This post will discuss a few of the issues which are bound to come up when your ship is ready to set sail and the senior lender asks the seller to sign its form of subordination agreement. Continue Reading

Paid Family and Medical Leave – Possibly Coming to an Employer Near You

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One of the commonly faced challenges following a successful M&A transaction is how to handle the integration of the entities’ employee benefit plans.  For some employers in the State of Connecticut, there may be in the near future a new plan posing potential integration difficulties. Continue Reading

An Outlook on the 2016 M&A Market

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With the close of the First Quarter of 2016 just behind us (where does the time go?) I decided to head out into the middle market M&A arena to get a feel for what market participants are saying about 2016.  During this effort I came across a report from Citizens Commercial Banking discussing the current state of M&A activity for the middle market ($5MM to <$2B in revenue). Continue Reading

Type D Reorganization – Trying the Forward Triangular Merger

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Talk about a cliffhanger!  In my July 21, 2015, post I referred to my next post as a visit to the forward triangular merger.  Instead readers were left hanging while I jumped into what I thought would be an interesting look at the Affordable Care Act and its impact on healthcare locally; specifically, on both the blue chip and mid-market segments of Connecticut’s economy.  Well at least I thought it was interesting.  For those readers who decided to take a pass, welcome back. Continue Reading

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