Federal Trade Commission’s Sweeping Final Rule to Ban Non-Competes: What You Need to Know

In April 2024, the Federal Trade Commission (“FTC”) finalized a rule that broadly bans non-compete agreements for employees across all levels, with only narrow exceptions. This decision comes after a lengthy review process, which included almost 30k public comments on the initial proposal from January 2023. Although the rule passed narrowly (3-2 along party lines), it has not yet taken effect, and legal challenges are already underway.

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How To Raise Capital for Your Business Through A Private Placement Memorandum (PPM)

A Private Placement Memorandum (“PPM”) is a detailed legal document used to offer ownership stakes in a company to investors who are Accredited Investors as defined by Regulation D of the Securities and Exchange Commission (“SEC”). It serves as a tool for raising capital, especially when traditional financing options are unavailable or unsuitable.

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The Critical Role of Disclosure Schedules in M&A Transactions

Mergers and acquisitions (“M&A”) involve complex processes, with due diligence playing a pivotal role. Among the essential components of an M&A transaction are disclosure schedules—documents that complement and support a seller’s representations and warranties. Properly prepared disclosure schedules can mitigate liability risks for sellers and ensure smoother transactions.

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What Does an M&A Lawyer do?

An M&A (Mergers and Acquisitions) lawyer is at the core of the deal-making process, acting as the central figure in a network of deal parties and advisors. The M&A lawyer is typically the main point of contact for all involved parties, overseeing every aspect of the transaction to ensure it reaches a successful close.

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How do Drag Along Rights Work?

Drag-along rights are contractual clauses, typically found in shareholder agreements, that empower majority shareholders to compel minority shareholders to participate in a company sale. These provisions play a significant role in aligning shareholder interests, especially when majority owners wish to proceed with a transaction.

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Representations and Warranties in Mergers & Acquisitions

In mergers and acquisitions (“M&A”), the primary transaction agreement typically includes representations and warranties (or “reps and warranties” or just “reps”) from each party to the other. These statements address various aspects of a party’s status, business, assets, liabilities, properties, condition, operating results and future prospects. Representations and warranties often span 15 to 30 pages within the transaction agreement and may extend further when referencing definitions. Drafting and negotiating these terms is a significant part of any M&A deal.

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