As we move into 2020, there are signs that the M&A market may be slowing down.  Global trade issues, rising prices for target companies, and political uncertainty in the US all may contribute to reduced deal activity in the coming year.  In this type of market, acquirers will take a harder look at potential acquisitions in order…

Companies that are considering an M&A transaction should review their insurance policies to determine whether the carrier needs to be notified of the potential transaction.  In some cases, failure to do so can cost the insured the coverage that it was expecting.  In a case out of California (Scottsdale Insurance Co. v. CSC Agility Platform,…

Very often, tax consequences determine how successful the sale of a business ultimately is.  Owners often focus only on top line price, while structure and tax treatment can make a significant impact on how much of the purchase price the owner ultimately retains.  Asset sales, while attractive to buyers because they allow for a “step…

Many family-owned enterprises do business with the Federal government, either as a contractor or a supplier.  A recent case decided in the Court of Federal Claims serves as a stark reminder that any time a contract with the Federal government is amended or modified, the parties must pay particular attention to any release language contained…

A Minnesota Appeals Court recently ruled that a father could not terminate his son as the president of the family-owned business because the father did not have authority to do so under the company’s by-laws.  Call v. Call, No. A19-0074 (Minn. Ct. App. Sept. 3, 2019).  This case involved a dispute between the owners of…

A forum selection clause is often included in an agreement in order to specify where any later dispute regarding the agreement must be litigated.  In a recent decision, a federal magistrate judge in Ohio denied a defendant’s motion to transfer the venue of a lawsuit from Ohio to California based, in part, on the existence…

Parties to probate court proceedings involving family-owned business interests held in trusts or estates can agree to arbitrate their disputes instead of proceeding through the court system.  Such agreements could be broadly drafted to include “all disputes” arising from or relating to a decedent’s trusts or estate.  Or they could be narrowly focused to address…