Business Law and Corporate Law

When structuring an earnout in a middle-market M&A transaction, the choice between gross revenue and EBITDA as the underlying metric can determine whether the deal creates value or triggers post-closing disputes. Each metric measures fundamentally different aspects of financial performance and carries distinct legal and operational risks that both buyers and sellers must carefully navigate.

The Department of Justice (DOJ or the Department) has formally denied a petition from the American Clinical Laboratory Association (ACLA) requesting rulemaking under the Eliminating Kickbacks in Recovery Act of 2018 (EKRA). ACLA asked DOJ to issue rules under EKRA allowing for compensation of employed sales representatives in any manner, including through variable compensation, consistent with the Anti-Kickback Statute (AKS) safe harbor for employees.

The SEC's Division of Examinations has identified critical deficiencies in how registered investment advisers conduct their mandatory annual compliance reviews, revealing widespread failures in timeliness, documentation, and corrective action implementation. This comprehensive analysis examines six key areas where advisers fall short of regulatory requirements under Rule 206(4)-7 of the Investment Advisers Act, including gaps between written policies and actual practices that expose firms to enforcement ris