BOE Tax Clearances

When a business that sells or leases goods at retail owes sales taxes to the California Board of Equalization (BOE), the buyer of the business can be responsible for paying the BOE the amount owing if the seller does not … Continue reading

Posted in Bulk Sale, Buy-Sell Agreement, Mergers & Acquisitions, Purchase and Sale of a Business | Tagged , , , , | Comments Off on BOE Tax Clearances

EDD Tax Clearance Certificates

When a business is an employer that owes contributions, interest, or penalties to the California Employment Development Department (EDD), the buyer of the business can be responsible for paying the EDD the amount owing if the seller does not pay … Continue reading

Posted in Bulk Sale, Buy-Sell Agreement, Successor liability | Tagged , , , , | Comments Off on EDD Tax Clearance Certificates

FTB Tax Clearance Certificates

When a business is required to deduct and withhold taxes and remit them to the Franchise Tax Board (FTB), a successor to the business can be responsible for paying the amount owing to the FTB  if the business does not pay … Continue reading

Posted in Buy-Sell Agreement, Mergers & Acquisitions, Purchase and Sale of a Business, Successor liability | Tagged , , | Comments Off on FTB Tax Clearance Certificates

Buyer Can Access Pre-Acquisition Attorney-Client Communications

The Delaware Court of Chancery has held that pre-merger communications — including those relating to the negotiation of the merger itself — pass to the surviving corporation in the merger, absent a contractual provision to the contrary. Thus, the buyer … Continue reading

Posted in Attorney-Client Matters, Buy-Sell Agreement, Mergers & Acquisitions, Purchase and Sale of a Business | Comments Off on Buyer Can Access Pre-Acquisition Attorney-Client Communications

Webinar Presentation on Drafting Buy-Sell Agreements

On November 14, 2104, I conducted a webinar on “Drafting Buy-Sell Agreements–What  the Forms Books Won’t Tell You.” The program was jointly sponsored by the Corporations Committee and the Partnerships and LLC Committee of the Business Law Section of the … Continue reading

Posted in Buy-Sell Agreement, Contract Drafting, Minority Shareholders, Purchase and Sale of a Business | Tagged , , , | Comments Off on Webinar Presentation on Drafting Buy-Sell Agreements