Below is a recap of recent posts to the Stradley Ronon Business Vantage Point blog. Articles on timely topics impacting ownership, operation and financing of businesses across industries written by our trusted advisers are posted regularly on the site. If you haven’t yet subscribed, please click here to ensure you don’t miss any upcoming articles.
IN THE OCTOBER ISSUE:
Expertly Avoiding Arbitration Pitfalls in M&A: Lessons Learned from Pazos Decision
In merger and acquisition (M&A) transactions, parties commonly include a post-closing mechanism to adjust the purchase price to accurately reflect the agreed value of the acquired asset. Many of these mechanisms are accounting-related and require specific calculations. Read More...
Bankruptcy Options for Dissolving or Winding Down a Subsidiary or Affiliate: Part One
Navigating the hazards of an affiliate or subsidiary winddown is no easy task, and extensive planning is needed to minimize any potential liabilities. When a parent company is contemplating the dissolution or winddown of an affiliate or subsidiary but also wants to transfer assets out of the entity prior to dissolution or winddown, bankruptcy can provide a feasible mechanism for transferring such assets free and clear of liabilities while protecting the parent, managers and transferee from potential fiduciary or fraudulent transfer claims. Read More...
Bankruptcy Options for Dissolving or Winding Down a Subsidiary or Affiliate: Part Two
The intent of Chapter 11 of the U.S. Bankruptcy Code’s Subchapter V is to provide a streamlined, cost-efficient process by which small businesses can reorganize under Chapter 11 of the Bankruptcy Code. Subchapter V allows small businesses to utilize the benefits of a Chapter 11 filing without expending substantial funds. Although Subchapter V was enacted ostensibly to allow small businesses to inexpensively and quickly reorganize, it may also be used to sell the debtor’s assets and winddown operations. To qualify for Subchapter V, a debtor must be engaged in commercial or business activities (per the courts, a low bar), at least 50% of the debtor’s debt must be business-related, and the debtor must have less than $7.5 million in non-contingent secured and unsecured debts. Read More...
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