United States: Shareholders

A business contemplating a sale or a purchaser contemplating an acquisition of such a business has many issues to consider in the lead up to and consummation of the sale.

Two recent Delaware decisions on earn-out disputes offer critical guidance to dealmakers and counsel for framing earn out provisions and disputes. Two 2026 decisions...

Qualified small business stock (QSBS) and non-QSBS issued to founders, employees and independent contractors is generally subject to Section 83.

Highly leveraged companies structured as partnerships face complex tax implications when restructuring debt obligations, particularly regarding cancellation of debt income.

The qualified small business stock (QSBS) exclusion under Internal Revenue Code (IRC) Section 1202 can materially change the after-tax outcome of a business exit.

Selling an S corporation involves complex tax and legal considerations that can significantly impact after-tax proceeds. This comprehensive analysis examines stock sales versus asset sales, IRC Section 338(h)(10) elections, F reorganizations, and other transaction structures, revealing how different approaches affect both sellers and buyers through detailed tax modeling and strategic planning insights.

Armed conflict creates significant securities litigation risks for public companies as wars disrupt supply chains, trigger sanctions compliance issues, and cause commodity price volatility that can lead to shareholder lawsuits.

F-reorganizations offer significant tax and transactional benefits for private equity add-on acquisitions, but they require precise execution. This analysis examines the technical requirements, timing considerations, and regulatory filings necessary to successfully complete these pre-closing reorganizations while protecting both buyers and sellers from historical S-corporation compliance risks.

Vice Chancellor Rennie’s memorandum opinion (by designation) in Shareholder Representative Services LLC v. Astellas Pharma Inc., C.A. No. 2023-0952-SKR (Del. Ch. Mar. 31, 2026) serves...