Recent Blog Posts

Regulation D and Private Placement Financing

Registered Public Offerings Increase in Size of Underwritten Offerings “You have to raise a minimum of $100 million today.” Decrease in Number of Underwritten Offerings Most companies engaging in an offering to raise capital will rely upon Post-JOBS Act private offering exemptions Post-JOBS Act Private Placement Financing Opportunities General Solicitation Now Allowed for Certain Offerings […]

Reps and Warranties Insurance for Small Acquisitions?

Typically, reps and warranties insurance in mergers and acquisitions only makes sense for minimum deal sizes of between $20 to $25 million. Premiums are usually in the 2-5% of the policy limit purchased, with deductibles typically between 1-3% of the value of the transaction.  Insurers are typically looking for a premium of at least $50,000.  

Fraudulent Transfer Risk in UCC Strict Foreclosures

Fraudulent Transfer Risk in UCC Strict Foreclosures Section 38-8-109(5), of the Colorado Fraudulent Transfer Act (based on the Uniform Act) provides in part as follows: (5) A transfer is not voidable under section 38-8-105(1)(b) or 38-8-106 if the transfer results from:.…(b)                Enforcement of a security interest in compliance with the provisions of the “Uniform Commercial […]

Family Limited Partnerships

Family Limited Partnerships  Paul J. Hanley Family limited partnerships (sometimes called FLPs) are limited partnerships that are principally used to transfer wealth among members of the same family. They are completely legal and are used to reduce the level of taxation, but they may not be used to evade taxes. Family limited partnerships have several […]

UCC Strict Foreclosure – Time Sensitive Transaction

UCC Strict Foreclosure Our client held over $1 million in secured debt, but it was subordinated to several million dollars of senior secured debt that was in default. The senior lender had started a replevin action to repossess the debtor’s business collateral. The debtor was in serious trouble as well. The IRS had just filed […]


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