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Special Purpose Acquisition Companies (SPACs) can offer a number of advantages to benefit mergers–from creating more liquidity to attracting new investors. A Special Purpose Acquisition Company or Corporation (SPAC) is a publicly-traded buyout company that raises money for the purposes of pursuing the acquisition of an existing company. SPACs can be an excellent vehicle for raising blind pool money – most of which typically ends up in trusts. The money …

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The business judgment rule is a legal concept that gives the directors and officers of a corporation a measure of protection against liability while they are conducting business for their corporation.  Directors and officers are entrusted with the responsibility of managing the corporation’s affairs.  In this role, they often face difficult questions concerning whether to sell assets, acquire or merge with other businesses, expand to new areas of business, or …

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In our post dated July 19, we noted that as a result of the adoption of the Wall Street Reform Act, one of the definitions of “Accredited Investor” was amended to exclude from the calculation of an investor’s net worth the value of the his or her primary residence.  In late July, the SEC Staff offered interpretive guidance with this new provision.  The staff noted that Section 413 of the …

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Drafting a Buy-Sell Agreement

A buy-sell agreement is meant to protect the interests of the business and all the partners involved by establishing guidelines for selling the business shares. A company’s buy-sell agreement should dictate when shares can be sold, in what manner they can be sold, and the price at which they can be sold. The agreement will protect the business in the event that certain life changes occur, such as divorce, bankruptcy, …

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Negotiating Shareholder Agreements

Shareholder agreements are documents that provide businesses with a roadmap of how to act in certain situations.  A shareholder agreement is negotiated and executed so that common procedures will be established before any business problems develop.  Generally, the most important issues contained in shareholder agreements are those that address stock ownership.  A shareholder agreement can achieve two important purposes with regard to stock ownership: it can control when a stock …

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