Mergers and Acquisitions

Michael J. Meehan writes:

In a typical purchase agreement (e.g., an asset purchase agreement or stock purchase agreement), the seller  is generally required to convey the property in question “free and clear of all liens and encumbrances.”  If you are an entrepreneur planning an exit, you must have a working knowledge of the concept of

Pennsylvania is becoming an easier place to do business – for both emerging and established companies.  The Entity Transactions Law (“ETL”), effective July 1, 2015, ushers in a simplified, state-of-the-art regime for Pennsylvania businesses engaging in fundamental transactions.

Copyright: somartin / 123RF Stock Photo
Copyright: somartin / 123RF Stock Photo

Two features of the new law

Early stage companies with valuable intellectual property often receive solicited or unsolicited opportunities to sell their business, which a buyer may view as a means of acquiring intellectual property.  Differences as to enterprise valuation may be bridged through an “earnout” mechanism whereby the buyer pays an initial amount at closing and, if certain milestones are