Sarah J. Moore

McGrath North is excited to introduce its 2020 team of new associates and law clerks.  While the recent disruptions are unsettling and have created some uncertainty, McGrath North is confident in the resiliency of the economy and remains fully committed to building a talent-rich, inclusive team to serve its local, regional and national clients.  

“There’s a big difference between mostly dead and all dead. Mostly dead is slightly alive.”  

The term “sandbagging” generally carries a negative connotation, as it can be used to refer to the concealment or misrepresentation of one's true position or intent in order to gain an advantage over another. However, in the context of an M&A transaction, whether sandbagging carries a negative or positive connotation depends on who you ask. In this context, “sandbagging” occurs when (1) a buyer becomes aware that a representation or warranty made by the seller is false, (2) the buyer continues with the transaction despite discovering such breach, and (3) after consummating the transaction, the buyer seeks damages against the seller for such breach. So, although a seller might view this as inherently unfair, a buyer would simply consider this practice as getting the benefit of the bargain by enforcing the terms of the negotiated contract.  

New regulations are in the process of being finalized that may require you to report information to the Financial Crimes Enforcement Network (“FinCEN”) regarding the ownership of your company.  

As part of incorporating and conducting your business, Nebraska statutes generally provide that certain formalities be followed — whether you’re appointing a board of directors, authorizing and issuing shares to shareholders, or obtaining director or shareholder approval for certain actions. Performing these formalities incorrectly (or not at all) can create questions as to their validity. If a director’s appointment or a shareholder’s shares are invalid, it can discredit subsequent transactions (such as declaring dividends, borrowing funds, buying assets, etc.).