Contact Us at 610 565 1708 

Tel: 610 -565- 1708 Ext 102

tedperkins@gibperk.com

Tel: 610 -565- 1708 Ext 112

mpezzner@gibperk.com

Tel: 610 -565- 1708 Ext 105

sloester@gibperk.com

 
 
 

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Mergers
and Acquistions

The PEG has extensive on hands experience in representing both the buy and sell-side in the consolidation of companies and the transfer of equity interest or assets through various types of financial transactions, including mergers, acquisitions, consolidations, tender offers, purchase of assets and management acquisitions.

The Attorneys of the PEG also have an in-depth understanding of the collateral issues which emerge in any Merger and Acquisition Transaction including the terms and conditions of purchase and sale agreement, post-closing employment contracts,  indemnity obligations, and earn-out agreements to highlight a few.

 

Because the attorneys of the PEG are also trained tax lawyers and CPAs they also have an in-depth knowledge of the tax side of every transaction.

Business Law 

The Attorneys of the PEG are well versed in all areas of business and corporate law, representing both emerging and established businesses. This includes the full range of business transactions from forming and funding an emerging business to the drafting of complex transactional business agreements, as well as addressing employer side employment law issues.

 

The attorneys of the PEG also have in-depth experience in addressing client concerns ranging from board control issues, to responding to shareholder requests or demands, including books and records demands, to advice regarding stock disputes, and to self-dealing by board members. Matters handled by PEG group include complex commercial litigation including derivative shareholder suits, breaches of contract, unfair trade practices, breaches of fiduciary duty, fraud, misrepresentation, theft of trade secrets, licensing violations, ongoing corporate and partnership management or operational disputes, and dissolution issues.

 

We also regularly handle disputes arising out of mergers and acquisitions involving public and private companies, including defending against plaintiff strike suits seeking to enjoin a sale and post-closing indemnity claims or breach of warranty claims, and are highly experienced in handling individual actions, derivative actions, and class actions.

 

Taxation

The Attorneys of the PEG are trained tax lawyers and CPAs. They include two Attorneys that are also CPAs, three who hold advanced master of law degrees in Taxation, one former IRS Agent, and an Adjunct Professor in the Graduate Tax Program of the Villanova Law School. The PEG applies their tax background and experience to ensure that the Merger and Acquisition transaction will result in the most advantageous after-tax result for its clients.

 

The Attorneys of the PEG are also uniquely qualified to assist clients in resolving their tax debt, delinquent tax problems, tax disputes and IRS, state and local tax issues. The Attorneys of the PEG have over 40 years of experience dealing with the IRS, as well as state and local tax authorities, and are knowledgeable in all options available to stop the harassment by the tax authorities and ultimately resolving your tax problems – including Audit Representation, settling tax debt – through Offer in Compromise, negotiating installment agreements, and fair payment plans on your behalf, stopping enforcement by wage garnishment and bank levies, lifting tax liens, ending penalties and interest, and if required litigating the case in Tax Court.

Exempt Securities Transactions

The PEG  can provide the advice necessary to guide our client's capital raises pursuant to Reg D, Reg A, Section 4(a)(2), and Regulation Crowd Funding. 

Under the federal securities laws, a company may not offer or sell securities unless the offering has been registered with the SEC. However, the federal securities laws also provides specific exemptions from the registration requirements provided the certain requirements are met. For clients that are seeking to raise equity capital through an exempt securities transaction, the Attorneys of the PEG can provide the advice necessary to select the most appropriate securities exemption and how to adhere to the compliance obligations under the exemption selected.

Reg D

Rule 504 of Regulation D exempts from registration the offer and sale of up to $5 million of securities in a 12-month period. A company is required to file a notice with the Commission on Form D within 15 days after the first sale of securities in the offering. In addition, a company must comply with state securities laws and regulations in the states in which securities are offered or sold.

Section 4(a)(2)

Rule 506(b) of Regulation D is considered a “safe harbor” under Section 4(a)(2). It provides objective standards that a company can rely on to meet the requirements of the Section 4(a)(2) exemption. Companies conducting an offering under Rule 506(b) can raise an unlimited amount of money and can sell securities to an unlimited number of accredited investors. An offering under Rule 506(b), however, is subject to the certain other  solicitation requirements

Rule 506(c)

Rule 506(c) permits issuers to broadly solicit and generally advertise an offering, provided that: (1) all purchasers in the offering are accredited investors, (2) the issuer takes reasonable steps to verify purchasers’ accredited investor status and (3) certain other conditions in Regulation D are satisfied

Reg A

Regulation A is an exemption from registration for public offerings. Regulation A has two offering tiers: Tier 1, for offerings of up to $20 million in a 12-month period; and Tier 2, for offerings of up to $50 million in a 12-month period. For offerings of up to $20 million, companies can elect to proceed under the requirements for either Tier 1 or Tier 2. There are certain basic requirements applicable to both Tier 1 and Tier 2 offerings.

Regulation Crowdfunding 

Regulation Crowdfunding enables eligible companies to offer and sell securities through crowdfunding. The rules: (1) require all transactions under Regulation Crowdfunding to take place online through an SEC-registered intermediary, either a broker-dealer or a funding portal; (2) permit a company to raise a maximum aggregate amount of $1,070,000 through crowdfunding offerings in a 12-month period, (3) limit the amount individual investors can invest across all crowdfunding offerings in a 12-month period and (4) require disclosure of information in filings with the Commission and to investors and the intermediary facilitating the offering.

 
 

Wealth Transfers

The PEG can provide effective wealth transfer strategies for high net worth individuals, This planning may involve estate planning, but also succession planning. In the case of a business owner estate planning estate is often primarily focused on the question of how to transfer the business to the owner’s heirs at the lowest transfer tax (i.e., estate or gift) cost. Succession planning, on the other hand, is intended to be a more expansive planning approach addressing not only the question of how to reduce or avoid transfer taxes but also questions of how, when, and to whom the business interest should be transferred. 

 

In addition, depending on the exit strategy – the question of retirement from active participation in the business is also a part of succession planning. The Attorneys of the PEG have extensive experience in advising business owners in both estate and succession planning.

For many,  the federal estate tax is no longer an issue since only estates with a value over $11.4 million ($22.8 million for a married couple) are subject to the federal estate tax. However, for many high net worth individuals, the federal estate tax remains an issue. The Attorneys of the PEG are well versed in the estate planning techniques available to reduce or eliminate the impact of the federal estate tax on the estate of high net worth individuals.

 

© 2020

 by Perkins Equity Group LLP

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