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Negotiating Indemnity Deductibles and Caps in M&A Deals
NewsIn M&A transactions, indemnity provisions serve as the primary mechanism for allocating post-closing risk between buyers and sellers. While these provisions cover numerous aspects of potential liability, the negotiation of indemnity deductibles and caps often becomes the most contentious element of deal structuring. Recent market data reveals why: with actual indemnification claims appearing in roughly […]
Preparing to Sell Your Business: 4 Steps to Maximize Value
NewsSelling your business is one of the most significant decisions you’ll make as an entrepreneur. After years of building something from the ground up, the stakes are high–both financially and personally. Success depends on adequately preparing to sell your business and having the right legal strategy from day one. At Petersen + Landis, we’ve guided […]
Choosing the Right Business Entity: S Corp vs. C Corp vs. LLC
Corporate Transactional Law, NewsOne of the most critical decisions for any new business is choosing the right business entity. This decision can have far-reaching implications, and if not given careful consideration, it can be the difference between a business that reaches its full potential and a business that flounders, crashes, and burns. This decision can affect everything from […]
THE M&A MARKET IS POISED FOR AN UPTICK
Mergers & Acquisitions, NewsDuring the course of the pandemic, middle market M&A had an unprecedented level of deal activity due to a variety of factors, chief among them low interest rates, the large influx of capital into private equity, and a common belief among sellers that tax rates would soon increase with the Democratic party controlling the executive […]
DEI for legal teams
Corporate Transactional Law, NewsDEI initiatives are no longer the sole purview of the human resources team, leadership and legal need to be involved too.
Chinese Companies Delisting off the NYSE
News, Securities LawChinese Companies delisting off the N.Y.S.E. mean that US investors will have less transparency into those stocks should they invest in foreign markets
M&A trends for 2022
Mergers & Acquisitions, NewsThe strong M&A volume predicted for 2022 is being driven by a hot Private Equity environment, ESG initiatives and remote work, among other factors…
SANDBAGGING CLAUSES IN M&A AGREEMENTS
Mergers & Acquisitions, NewsIn an agreement for the sale of a business, there will be a number of representations and warranties by the seller across the spectrum of the company’s business.
FLORIDA MAN BEING SENTENCED FOR WIRE FRAUD IN CONNECTION WITH TRADING COMPANY
NewsThe United States Attorney’s Office for the Southern District of Florida issued a press release about a Kissimmee, Florida resident being sentenced to more than seventeen years in prison after having been convicted at trial of wire fraud.
TEXAS OIL COMPANY PAYS $5.4 MILLION TO SETTLE SEC SUIT
NewsThe SEC entered into a settlement on its recently-filed securities suit against defendants Southlake Resources Group, LLC (“Southlake”), Cody Winters, and Nicholas Hamilton. The defendants consented to entry of the SEC’s proposed final judgments without admitting or denying the allegations in the SEC’s complaint.
MANHATTAN TAX ATTORNEY AND CPA INDICTED FOR TAX EVASION
Corporate Transactional Law, NewsThe United States Attorney’s Office for the Southern District of New York announced that Manhattan tax attorney Harold Levine and Florida certified public account Ronald Katz were charged in Manhattan federal court in an eight-count Indictment with engaging in a multi-year tax evasion scheme involving the diversion of millions of dollars of fees from a Manhattan law firm, and the failure to report that fee income to the IRS.
DEFINING A SELLER’S KNOWLEDGE IN AN M&A AGREEMENT
Mergers & Acquisitions, NewsIn any M&A transaction there will be representations and warranties across the company’s business. To limit exposure look at setting knowledge qualifiers.
MATERIALITY SCRAPES IN M&A AGREEMENTS
Mergers & Acquisitions, NewsA materiality scrape is a provision in the agreement that provides that when determining either: (1) whether a representation or warranty in the agreement has been breached; and/or (2)…
INDEMNITY PROVISIONS IN AGREEMENTS FOR SALE OF A BUSINESS
Mergers & Acquisitions, NewsWhen business owners receive an agreement for the purchase of their business, it is easy to feel lost in a sea of legalese. The agreement generally can be anywhere from 40 to 100-plus pages, covering a broad range of representations and warranties, tax matter procedures and so on.
NEGOTIATING FAVORABLE TAX TREATMENT OF EARNOUTS
Mergers & Acquisitions, NewsIf a company’s owners are negotiating a sale of their business, one facet of compensation the buyer may propose is an earnout.
NEGOTIATING AN ENGAGEMENT AGREEMENT WITH AN INVESTMENT BANKER
Mergers & Acquisitions, NewsA company looking to sell its business will often engage an investment banker to assist in the process. The right investment banking firm can help a company sell its business for substantially more than it otherwise would have.