Middesk’s Post

Check out my latest article for Law360 with Stephen Ramaley, where we analyze a recent GAO decision interpreting the scope of SBA's 180-day rule! This rule provides that, if a company undergoes a merger or acquisition — making it other than small — within 180 days of submitting a proposal for a small business set-aside contract, it loses eligibility for that contract. GAO interpreted the rule as permitting an offeror to protest a small business set aside award even though it had been acquired within the 180-day window, thereby becoming large. The ruling underscores the complex nature of the 180-day rule and why understanding its intricacies is key to knowing your protest rights. And given the rule's implications for post-closing valuation and growth, understanding the 180-day rule is important to deals where small business set asides are at play. So see what we have to say on the rule and GAO's interpretation of it!

Decoding Liens in M&A: Navigating the Impact on Transactions In Mergers and Acquisitions (M&A), a "lien" refers to a legal right or interest that a party has in the property of another until a debt or obligation is satisfied. It is essentially a form of security interest granted to a lender or creditor. The presence of a lien on a company's assets can have implications for the M&A transaction. Here are a few key points about liens in the context of M&A: Secured Debt: Liens are often associated with secured debt. When a company borrows money and pledges its assets as collateral, the lender may be granted a lien on those assets. This gives the lender a level of security in case the borrower defaults on the loan. Due Diligence: During the due diligence phase of an M&A deal, the acquiring party will investigate the target company's assets and liabilities, including any existing liens. Understanding the nature and extent of liens is crucial for assessing the overall financial health of the target. Impact on Transaction: The presence of significant liens on a target company's assets can impact the negotiation and structuring of the deal. It may affect the purchase price, the allocation of liabilities, and the terms and conditions of the transaction. Release of Liens: In some cases, the seller may need to take steps to release or satisfy liens on the company's assets before the M&A transaction can proceed smoothly. This is often part of the overall negotiation and closing process. Liens on Intellectual Property: Liens can extend beyond tangible assets to include intangible assets like intellectual property. Understanding any liens on patents, trademarks, or other intellectual property is essential in technology or innovation-driven industries. In summary, liens are an important aspect of the due diligence process in M&A, and their presence can have implications for the structure and success of the transaction. Parties involved in M&A should carefully examine and address any liens associated with the target company's assets. Unlocking the potential of M&A involves navigating complex aspects like liens. Understanding the impact of liens on a target company is crucial for a successful transaction. If you're embarking on an M&A journey or seeking guidance, connect with us at [https://lnkd.in/eWNcyK5b] for expert insights and assistance. Let's navigate the intricacies of M&A together and ensure a smooth and successful transaction. #MergersAndAcquisitions #DueDiligence #DealSuccess

Planning for 2024 business deals? Learn how to choose expert partners for mergers and acquisitions, intellectual property sales, real estate sales or capital-raising transactions: https://ebtrust.co/w1x5mb #entrepreneur #businesstips

A good overview of financing options for beginner deal lawyers in M&A and PE transactions.

TDB Advisory Limited offers restructuring and insolvency services through TDB Restructuring Limited, estate trustee services, and a broad range of financial advisory and consulting services. Designed for lenders, regulators, lawyers, and more, we're ready to tackle the complexities of today's financial landscape. Learn more about the new TDB Advisory practice here: https://bitly.ws/3cZUe #BusinessAdvisory #Restructuring #EstateTrustee"

When buyers and sellers use earnout provisions to set the price of a business acquisition, the transaction becomes exponentially more complex. Our audit professionals examine the impact of business combination contingent consideration on the valuation of these transactions.

When buyers and sellers use earnout provisions to set the price of a business acquisition, the transaction becomes exponentially more complex. Our audit professionals examine the impact of business combination contingent consideration on the valuation of these transactions.

When buyers and sellers use earnout provisions to set the price of a business acquisition, the transaction becomes exponentially more complex. Our audit professionals examine the impact of business combination contingent consideration on the valuation of these transactions.

When buyers and sellers use earnout provisions to set the price of a business acquisition, the transaction becomes exponentially more complex. Our audit professionals examine the impact of business combination contingent consideration on the valuation of these transactions.

When buyers and sellers use earnout provisions to set the price of a business acquisition, the transaction becomes exponentially more complex. Our audit professionals examine the impact of business combination contingent consideration on the valuation of these transactions.