In February 2025, the United States Supreme Court issued a landmark ruling in Dewberry Group, Inc. v. Dewberry Engineers Inc., clarifying the boundaries of liability for corporate affiliates in trademark infringement cases under the Lanham Act. The decision, which reversed a $43 million disgorgement award against Dewberry Group that included the profits of its affiliated companies, has sent ripples through the corporate, intellectual property, and M&A legal communities.

Acquiring an S-Corporation is a significant event for both buyers and sellers, and it’s not as simple as just signing on the dotted line. The process is filled with legal and tax considerations that can have long lasting effects on both parties; a process that is unique to S-Corporations. If you’re contemplating such a transaction, it’s crucial to understand not just the basics, but also the issues that can arise.

Purchasing a business in North Carolina can be a lucrative and exciting opportunity, but it also comes with a web of legal, financial, and operational risks. One of the most significant, and overlooked, risks is that of successor employer liability. This risk is particularly relevant when the seller has engaged in employee misclassification, treating workers as independent contractors (1099) when the law requires them to be classified as employees (W-2).

Multi-step transactions in mergers and acquisitions are not just strategic maneuvers for operational integration-they are also critical tools for optimizing tax outcomes. These structures, which unfold across phased legal and financial steps, create unique opportunities and challenges for buyers, sellers, and their advisors.

IRC Section 704(c) is a critical provision of the Internal Revenue Code that addresses how partnerships must allocate income, gain, loss, and deduction with respect to property contributed by partners. The fundamental purpose of Section 704(c) is to prevent the shifting of tax consequences among partners with respect to precontribution gain or loss.

When structuring the sale or acquisition of a business, understanding the tax implications is crucial because they can significantly affect the overall value of the transaction for both buyers and sellers. Among the various tax provisions available, two stand out for their ability to transform stock sales into asset sales for tax purposes: Section 336(e) and Section 338(h)(10) of the Internal Revenue Code.

IRC Section 721 is a provision in the U.S. Internal Revenue Code that governs the tax treatment of property contributed to a partnership in exchange for an interest in that partnership.

The rise and fall of seller-financed notes in SBA transactions is a story of innovation, flexibility, and, ultimately, regulatory tightening that has dramatically reshaped how small business acquisitions are financed in the United States.

A Section 338(h)(10) election is a nuanced and powerful provision within the Internal Revenue Code, designed to provide flexibility in the tax treatment of certain corporate acquisitions.

When businesses change hands, the structure of the acquisition has profound tax consequences for both buyer and seller. From the buyer’s perspective, the choice between an asset purchase and a stock purchase is not merely a technical distinction-it can dramatically affect the after-tax value of the deal.

While the concept of one company buying another seems straightforward on the surface, the reality is far more intricate. Many M&A deals, especially those involving public companies or complex ownership structures, require a series of coordinated legal and financial steps to achieve the desired outcome.

The S-Corporation, or S-Corp, is a fixture in American business, prized for its tax efficiency and liability protections. Yet, confusion abounds-one of the most common errors is thinking of the S-Corp as a type of business entity, like an LLC or a C-Corporation.

When it comes to protecting sensitive business information, two terms often come up: non-disclosure agreement (NDA) and confidentiality agreement.

Valuing a small business is a nuanced process that blends financial analysis with market insight and an understanding of the unique characteristics of each company.

In the world of business acquisitions, rarely does a deal come together with a one-size-fits-all approach. Buyers and sellers often have different priorities, and traditional financing sometimes falls short of meeting everyone’s needs.

In this case study, we’ll walk through the real-world journey of representing a buyer in the acquisition of a business division.

You may have heard the term micro acquisition thrown around in business circles, especially as more Main Street business owners look for practical, profitable ways to exit or expand.

The DSCR is a measure of the cash flow a business generates relative to its debt payments. In simple terms, it answers the question: "Does this business generate enough income to comfortably pay its debts?"

ddbacks are adjustments made to a business’s earnings—typically EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization)—to account for discretionary, non-recurring, or non-operational expenses.

Under the updated SOP 50 10, any transaction resulting in a complete change of ownership—such as purchasing a business or acquiring a partner’s stake—requires the borrower to contribute a minimum of 10% of the total project costs as an equity injection. Are there exceptions?