Consultants Corner

Consultants play a key role in the success of accounting firms. Their services range from facilitating to succession planning to coaching on profitability and growth.  NewGate Law strives to cultivate and maintain strong relationships with industry advisors.  We regularly develop briefings and other resources for consultants, which are intended to support the services that consultants provide to our mutual clients. Our consultant colleagues should feel free to call upon us with any questions.

Deal Fatigue. The Silent Killer.

It is safe to say that every merger or acquisition transaction suffers from some degree of “deal fatigue.”  Deal fatigue is a serious condition characterized by one or more of the following symptoms: frustration, anger, irritation, impatience, resignation, indifference, or simply exhaustion.  All involved parties are susceptible to deal fatigue – principals, consultants and other advisors, including the lawyers or any personal injury lawyer involved.  Not only is its occurrence almost certain, but its timing is fairly predictable as well.  Read More.

Mergers, NDAs & Antitrust.

The process of identifying and vetting potential acquirers and targets usually involves the execution of a confidentiality agreement (a.k.a. “nondisclosure agreement” or “NDA”).  These agreements not only contain provisions which protect confidential information, but often include prohibitions against soliciting and hiring partners and employees, and soliciting and providing services to clients.  These restrictions are arguably anticompetitive.  Read More.

Good Faith in M&A Earn-Outs.

Does the buyer have a duty to act in good faith with respect to M&A earn-outs?  The Delaware Court of Chancery seems to think so; particularly if certain conditions, such as a maintaining existing operations, is a fundamental premise of the earn-out. Sellers also have an obligation to make sure that any affirmative steps required of the buyer are spelled out in the acquisition agreement.  Read More.

Six Lawyers, the SEC & M&A Brokers.

Creatively named The Six Lawyers No Action Letter because the pronouncement was sent to six lawyers, the SEC has determine that M&A brokers who work with privately held companies and meet certain criteria are exempt from SEC registration as broker-dealers.   However, firms involved in assisting clients to buy or sell accounting firms may be subject to state regulation as business brokers.  Read More.