Obsolete Inventory in M&A: Who Bears the Risk at Closing? Obsolete inventory can reduce Seller proceeds even when the Buyer legally acquires every item at Closing. If the Acquisition Agreement includes inventory in Working Capital and permits an obsolescence...
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Drafting Earnouts When the Buyer Controls the Business After Closing
In many acquisitions, the Acquisition Agreement provides that a portion of the purchase price will be paid after Closing through an earnout if the Company satisfies specified Revenue, EBITDA, or other performance targets. Because the Buyer controls the Company after...
Buying the Dodgers: Deferred Compensation, Tax, and Ownership Risks
There has been no shortage of discussion concerning the use of deferred player contracts by the Los Angeles Dodgers to build a championship roster. After the Dodgers’ signing of Kyle Tucker last offseason, reports suggest that approximately $1.0945 billion of nominal...
The M&A Definitions That Quietly Rewrite the Purchase Price
A negotiated enterprise value is only the starting point for determining what a seller actually receives at Closing. In an acquisition or purchase agreement, the definitions of “Cash,” “Indebtedness,” “Working Capital,” and “Transaction Expenses” convert the headline...
How Defined Terms Change Rights and Liability in M&A Agreements
In an acquisition or purchase agreement for an M&A deal, defined terms allow the parties to give ordinary words their own contractual meanings. Transactional attorneys often begin with definitions borrowed from prior transactions or similar agreements, but even a...
Seller Notes vs. Rollover Equity in M&A: Comparing Risk, Priority, and Upside
A seller note and rollover equity are fundamentally different forms of M&A consideration. A seller note creates a contractual obligation to pay a fixed amount. Rollover equity gives the seller an ownership interest whose value depends on the future performance and...
Protecting Business Interests in Divorce
Protecting a business during divorce requires proactive planning that begins well before any legal proceedings and continues throughout the divorce process. By utilizing advance agreements, maintaining clean financial records, and strategically negotiating...
How Florida Law Treats Separate Versus Marital Business Property
Business Property Classification in Florida Divorce In Florida, business interests are treated similarly to other assets during divorce proceedings. The court first classifies each business interest as either marital or non-marital property according to the equitable...
What Is Scope Creep—and How Can You Protect Your Construction Project from It?
In the world of construction, clarity is everything. From the materials used to the timelines followed, success hinges on detailed planning—and strict adherence to the contract. That’s why most construction agreements include a well-defined “scope of work,” outlining...
Introducing Lesak, Hamilton, Calhoun & Pontieri, Attorneys at Law
Lesak Legal is now Lesak, Hamilton, Calhoun & Pontieri, Attorneys at Law. Joining attorneys Gregory J. Lesak, Jr., and Nina Lesak are attorneys Austin T. Hamilton, Theresa Carli Pontieri and Austin B. Calhoun. About the Firm At , we...