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July and August are filled with many significant events in legal history. In 1776, the Declaration of Independence was adopted by the Continental Congress; in 1868 the 14^th Amendment to the Constitution, focusing on State actions, was ratified; August 1776, is when most members of the Continental Congress signed the Declaration of Independence; President Johnson signed the Voting Rights Act on August 6, 1965; Thurgood Marshall was confirmed as a Justice of the Supreme Court on August 30, 1967, and, on August 8, 1974, President Nixon announced his resignation on national television.  All these events are significant and worthy of their own discussion, but I want to focus this month on the Declaration of Independence. 

But let’s start on July 2. 1776.  John Adams stated, in a July 3, 1776, letter to his wife Abigal, that “[t]he Second Day of July 1776, will be the most memorable Epocha, in the History of America.  I am apt to believe that it will be celebrated, by succeeding Generations, as the great anniversary Festival.  It ought to be commemorated, as the Day of Deliverance by solemn Acts of Devotion to God Almighty.  It ought to be solemnized with pomp and Parade, with Shews, Games, Sports, Guns, Bells, Bonfires, and Illuminations from one End of this Continent to the other from this Time forward forever more.”[i]   What event triggered such strong feelings?  It was the adoption, on July 2, 1776, of the Lee Resolution by the Continental Congress.

The Lee Resolution was proposed on June 7, 1776, by Ridhard Henry Lee of Virginia.  The Lee Resolution stated: “Resolved, That these United Colonies are, and of right ought to be, free and independent States, that they are absolved from all allegiance to the British Crown, and that all political connection between them and the State of Great Britain is, and ought to be, totally dissolved.  That it is expedient forthwith to take the most effectual measures for forming foreign Alliances.  That a plan of confederation be prepared and transmitted to the respective Colonies for their consideration and approbation.” [ii] A few days after proposal of the Lee Resolution, a committee was appointed to draft a declaration of independence.

The Lee Resolution was approved on July 2, 1776, by a vote of 12-0 with the New York delegation abstaining.  Then, on July 4, 1776, the Continental Congress approved the Declaration of Independence.

The Declaration of Independence, in my view, is not “A declaration of unity and love and respect . . .”  I read it as just the opposite.  The opening paragraph specifically states that the document was a declaration of “the causes which impel them [the People] to the Separation.”  The second paragraph (“We hold these truths to be self evident . . .”) explains that the decision to declare independence was not a knee jerk reaction to some isolated event, but rather the declaration resulted from “a History of repeated Injuries and Usurpations, all having in direct Object the Establishment of an absolute Tyranny over these States.”    One of my favorite lines appears in this paragraph-“But when a long Train of Abuses and Usurpations, pursuing invariably the same Object, evinces a Design to reduce then under absolute Despotism, it is their (the People) Right, it is their Duty, to throw off such Government, and to provide new Guards for their future Security.”  The Declaration continues with a long list of specific “Abuses” and “Usurpations”  justifying the Declaration.  Then, the Declaration explains that every “Petition for Redress” was rebuffed and “answered only by repeated Injury” and only as a last resort, when every other avenue failed, was “Separation” necessary.

After adopting the Declaration of Independence, the Continental Congress then directed that the Declaration be engrossed on parchment and on August 2, 1776, John Hancock signed, followed by other delegates.  Interestingly, Robert R. Livingston of New York, and a member of the 5-person committee charged with drafting the Declaration, did not sign[iii] and Richard Stockton of New Jersey “recanted” his signature when, having been captured by the British and held under harsh conditions, he took an oath of obedience to the King.[iv]

The Declaration of Independence contains a mere 1,337 words (including the title) and can be read in about six minutes.  I encourage everyone to take the six minutes to read the Declaration; it is as relevant today as it was 249 years ago and it has helped my understanding of our country and the Constitution.

For anyone interested in gaining a better understanding of the Declaration of Independence and its relationship to the Constitution, I highly recommend “We Hold These Truths” by Mortimer J. Adler.

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[i] https://www.masshist.org/digitaladams/archive/doc?id=L17760703jasecond

[ii] https://www.archives.gov/milestone-documents/lee-resolution

[iii] https://www.constitutionfacts.com/us-declaration-of-independence/fascinating-facts/?srsltid=AfmBOor9ZsEV-Zvew4we_1Ven4lpiPnUbzbIkpOKlUZ1P0YXjx2ytwrH

[iv] https://www.americanheritage.com/signer-who-recanted

One of the earliest and most critical legal obstacles in any mergers and acquisitions (M&A) transaction is securing the necessary consents and approvals. These consents can come from a range of parties including lenders, landlords, counterparties to key contracts, shareholders, franchisors, and regulatory agencies. Failing to obtain even one required approval can delay or derail a deal entirely, expose the parties to contractual liability, or lead to regulatory sanctions.

Bank loan consents are among the most commonly overlooked but vital approvals. Many corporate loan agreements include “change of control” clauses that trigger an event of default if the borrower undergoes a significant ownership shift. Without express consent from the lender, this could result in the acceleration of outstanding debt or other penalties. Early and transparent communication with lenders is therefore essential to avoid surprises late in the process.

CMM Partner Vincent Costa and Associate Alex Tomaro recently closed an M&A transaction involving the sale and transfer of multiple family-owned businesses and real estate assets across Long Island. The deal required the team to navigate particularly complex bank consents in order to close. Discussions with multiple lenders spanned several months and significantly delayed the closing, highlighting the importance of initiating lender conversations as early as possible in the deal timeline.

Landlord approvals are similarly important in asset deals or transactions involving corporate reorganizations. Commercial leases frequently contain provisions prohibiting assignment or subletting without the landlord’s prior written consent. Ignoring these clauses may result in lease termination or default, potentially disrupting business operations or diminishing the value of the deal.

Customer and supplier contracts often present a hidden risk. Key commercial relationships may be governed by contracts containing anti-assignment or change-of-control provisions. These clauses can allow counterparties to terminate or renegotiate agreements upon notice of the transaction, placing revenue streams and supply chains in jeopardy. Identifying these contracts early in diligence is essential to maintain operational continuity.

Shareholder and board approvals also play a central role, particularly in public or closely held companies. Internal corporate governance documents, such as bylaws and shareholder agreements, may require board approval or a supermajority shareholder vote to approve a sale. In some jurisdictions, statutory requirements impose additional procedural hurdles, including disclosures and fiduciary obligations that must be met before a transaction can close.

Franchise consents are critical in deals involving franchise businesses. Franchise agreements almost always include strict limitations on the transfer of ownership interests, requiring the franchisor’s prior written approval. Failing to obtain this consent can result in termination of the franchise rights, potentially rendering a core part of the business model inoperable. In sum, obtaining consents and approvals is not just a procedural step, it is often the first and most important gate to closing. Deal teams must map out a consent matrix early in the transaction timeline, proactively engage with stakeholders, and negotiate any required waivers or consents well in advance of closing to avoid costly delays or surprises.

Obtaining consents and approvals is not just a procedural step, it is often the first and most important gate to closing. Deal teams must map out a consent matrix early in the transaction timeline, proactively engage with stakeholders, and negotiate any required waivers or consents well in advance of closing to avoid costly delays or surprises.

M&A Deals: Here’s What You Need to Know
How Commercial Contracts Can Make or Break Your M&A Deal
What Really Keeps M&A Deals on Track? A Closer Look at Governance and Fiduciary Duties
The Overlooked Obstacle in M&A: Existing Debt and Its Hidden Risks
Employment and Compensation Issues in M&A Transactions

For guidance, contact Vincent Costa at vcosta@cmmllp.com or 631-738-9100.