What is a MAC Clause? A ‘material adverse change’ clause (a ‘MAC’ clause or sometimes called a ‘material adverse effect’ or ‘MAE’ clause) is a risk allocation provision which commonly appears in merger, stock or asset purchase agreements as part of an M&A transaction. The two primary functions of a MAC clause are to (1) …
COVID-19 and Material Adverse Change (MAC) Clauses in M&A Deals Read More »
COVID-19 GUIDANCE FOR EMPLOYERS 1. Can employers send or keep a sick employee home? Yes, employers can send or keep a sick employee at home. Employers should be cautious as to not discriminate against any specific group, but base decisions on a good faith belief and probable cause to determine if an individual is sick, …
What is a Profits Interest? Profits interests are the most well-known and commonly used form of equity compensation used by partnerships and limited liability companies that are taxed as partnerships to incentivize key service providers to remain invested in the success of the company. Profits interests are granted to service providers or key employees in …
Schnabel Engineering Acquires Deere & Ault Consultants Congratulations to our clients at Deere & Ault Consultants, Inc. (D&A), a water resources, civil and geotechnical engineering firm with locations in Longmont, CO and Boise, ID. D&A was acquired by Schnabel-Engineering, Inc., one of the largest engineering and design firms in the U.S. Linden Law Partners represented …
SCHNABEL ENGINEERING ACQUIRES DEERE & AULT CONSULTANTS, INC. Read More »
We are pleased to announce that Pat Linden has been named a 2020 Colorado Super Lawyer for Mergers & Acquisitions (M&A). Super Lawyers are selected annually by the legal journal Law & Politics based on 12 indicators of peer recognition and professional achievement. They represent the top 2.5 percent of attorneys in each state. The …
PAT LINDEN NAMED 2020 COLORADO SUPER LAWYER FOR MERGERS & ACQUISITIONS Read More »
What is Convertible Debt? Startups and entrepreneurs seek to raise early stage capital in a variety of ways, but one of the most common is through a convertible debt structure utilizing a promissory note that can be converted into equity securities of the issuing company on the occurrence of various events stated in the note. …
Key Considerations for Convertible Debt Financings Read More »
Whether you’re just starting a new business or are preparing to scale your existing company to get to the next level, it’s common to seek out potential Attract Investors to provide the capital your company needs to take flight. Unfortunately, most founders can’t just make an appearance on Shark Tank and get top deep-pocketed investors …
5 Ways You Can Help Your Business Attract Investors Read More »
Private equity (PE) investors often require certain founders or sellers to exchange or “rollover” in Transactions a percentage of their equity into the buyer of the business (or into a fund or holding company controlled by the PE investor). A similar rollover structure might involve the sellers being required to “co-invest” with the buyer by …
Earnouts in private merger and acquisition (M&A) transactions provide for a portion of the purchase price to be paid to the Seller contingent upon the target company reaching certain financial targets or performance milestones following the closing. Earnouts are typically among the most heavily negotiated provisions in a private company acquisition and are highly susceptible …
What Are “Drag-Along” and “Tag-Along” Rights? “Drag-along” and “tag-along” provisions are staples of venture capital and other investment agreements. They are often included in investors’ rights or shareholders’ agreements for corporations or operating agreements for limited liability companies. The “drag-along” provision, sometimes called a “bring along,” gives a majority owner or owners the right to …
Practical Considerations Involving Drag-Along and Tag-Along Rights Read More »
We are pleased to announce that Pat Linden has been selected for inclusion on Law Week Colorado’s (Law Week) Barrister’s Best list, an elite annual publication of the “best of the best” in the legal profession in Colorado. For 2019, Pat was selected as Colorado’s “Best Private Equity Lawyer” in the Barrister’s Choice category. Pat …
Pat Linden Recognized By Law Week As Colorado’s Best Private Equity Lawyer for 2019 Read More »
Boilerplate clauses are those provisions typically placed at the end of a contract, often grouped together under a “Miscellaneous” or “Other” heading. They look like a lot of legalese that can continue for multiple pages. They do not relate to the substantive provisions of the contract, are mostly standardized, and not controversial, and parties typically …
Boilerplate Clauses in Business Contracts: Why They Matter Read More »
Are you considering a business Partnership Agreements? When structured properly, a partnership can benefit your business in ways supported by the timeless adage that “two heads are better than one.” Practical benefits of partnership might include access to a level of capital, labor, know-how, customers, or expertise not available absent partnership. However, just like personal …
Selling Your Business? 3 Steps to Help Prepare Merger and acquisition (M&A) activity is expected to remain robust in 2019. Qualified buyers are still able to access capital for acquisitions at relatively low cost. This, in turn, provides qualified sellers with leverage to command higher sale prices. Sellers who most successfully capitalize on these opportunities …
A joint ventures (JV) is a business arrangement where two or more parties pool resources for a focused task, project or investment. Each participant is normally independently responsible for contributing toward the costs and labor based on the strategic value each participant brings to the venture, and they also have an agreed upon sharing percentage …
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