Ballard Spahr LLP

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Choosing the proper transaction structure: asset vs. stock vs. merger

May 10 2012 When two companies are considering an M&A transaction, an important initial consideration is the legal structure that the transaction will take.

Closing and post-closing matters in M&A transactions

November 2 2012 Closing structure and post-closing obligations in M&A transactions should be considered early on in the deal negotiation process, as they will heavily influence the provisions of the operative transaction agreement.

Closing conditions and termination rights in M&A transactions

September 6 2012 In the event there is a period of time between the signing of a definitive acquisition agreement and the closing of the acquisition, the parties will have to agree on a set of conditions that must be satisfied (or waived) before the acquisition may be closed.

Purchase price and post-closing adjustments

July 11 2012 In an M&A transaction, the purchase price is the consideration that the seller receives from the buyer in connection with the purchase and sale of the target business.

Letters of intent and term sheets in the context of M&A transactions

April 26 2012 Before a buyer and seller enter into a definitive written agreement for the sale of a business, the seller may be presented with a letter of intent or term sheet setting forth the key terms and conditions upon which the buyer proposes to acquire such business.

Proposed IRS regulations address community health needs assessment for tax-exempt hospitals

April 11 2013 The IRS has recently proposed regulations affecting tax-exempt hospitals that provide guidance and comfort about the consequences of failing to meet…

The new gTLDs from ICANN are coming: plan, don't panic

April 11 2013 By now, brand owners are probably aware of the new generic top-level domains (gTLDs) from the Internet Corporation for Assigned Names and Numbers…

How secure is the CFPB’s consumer complaint system?

April 11 2013 An audit of the CFPB's Consumer Response System (CRS) by the Federal Reserve's Office of Inspector General (OIG) found that improvements are needed…

CFPB issues Small Entity Compliance Guide for ability to repay mortgage rule; trade groups seek more time for implementation

April 11 2013 The CFPB has issued a Small Entity Compliance Guide on the ability to repay and qualified mortgage rule. According to the 45-page guide, it is…

FDIC to host banker teleconferences on CFPB mortgage rules

April 11 2013 The FDIC has scheduled the following three free teleconferences on the CFPB's new mortgage-related rules for officers and employees of…