MERGERS & ACQUISITIONS
Mergers & Acquisitions Attorney In Encino, CA
From creating and assisting start-up firms to advising large corporations in California, Haber Law Firm, APC has represented countless clients in their M&A transactions and helped them reach mutually beneficial agreements. In Merger & Acquisition transactions involving public and private buyers and sellers, our Encino mergers and acquisitions attorney work on both sides. We get right to the point when negotiating with the other side and obtain contracts for our clients that they are delighted with. Our clients have complete confidence in our abilities and experience in both technology and non‐technology industries, as well as California Department of Corporations Fairness Hearings proceedings involving domestic and international companies.
Understanding Mergers & Acquisitions
Mergers refer to the process by which several distinct firms combine into a single entity. There is no designated acquirer in a “merger of equals.” Each firm has nearly equal representation on the new board, with the exception of one. Although mergers are uncommon, most are considered acquisitions in some way.
In a deal, one firm purchases another, either by buying stock or assets of the target company from the acquirer. Stock and asset acquisitions come with their own set of advantages and disadvantages. Our Encino mergers and acquisitions attorney can assist you in determining which acquisition approach is appropriate for your circumstances. Some key legal aspects to consider in a complicated M&A transaction are:
- Due Diligence – Sellers must provide documentation on everything from intellectual property to contractual obligations to be reviewed by the acquiring company
- Corporate Governance – Sellers must completely disclose relevant documents to assure acquirers of corporate compliance in the target company
- Taxes – Acquisitions and mergers can carry huge tax implications for all involved parties
- Antitrust Reviews – Larger merger and acquisition transactions may require a plan for conduct during an antitrust review
How Our Mergers And Acquisitions Attorney Can Help Your Business
The goal of many company owners is to enhance market share through acquisition or merging with another firm. Often, this is accomplished by purchasing out smaller rivals. These might include firms that provide goods and services that are unrelated, but they may also be companies that operate in different geographic areas and offer similar services. Regardless matter how it’s done, the intent is always the same: The acquiring business strives to improve its capability to conduct business. Haber Law Firm, APC can assist businesses from a variety of sectors with questions about mergers and acquisitions including:
- Asset Sales
- Partner and shareholder buyouts
- Stock splits and share dividends
- Change of control transactions
- Forward and reverse triangular mergers
- Share exchanges
Your business may benefit from our Encino M&A attorney’s guidance during a merger or acquisition. Our goal is to ensure that your interests are protected throughout all advice or legal actions we take on your behalf. We can help you sleep better knowing that someone is looking out for you.
Difference Between Asset and Stock Purchases
Purchases made by the acquirer are referred to as stock purchases because they entail shareholders of the target company agreeing to sell their shares to the acquirer. These stockholders are paid a pre-agreed price, which might be all or part of their old company’s stock in the new firm. The buyer may wind up owning all of the assets and liabilities of the acquired firm or persuade previous owners from the old firm to join. The buyer assumes control of the acquired business’s assets and liabilities with a stock purchase.
Purchases of assets are the most common type of investment in the retail sector. An acquirer pays a firm for its assets but not its liabilities, as is the case with purchases of property. On paper, the old business continues to exist, and the company has technically not changed hands. If more than half of the assets are sold, shareholders must approve an asset purchase unless specifically prohibited from doing so by court order or other applicable legislation. Consult our skilled business law attorney at Haber Law Firm, APC to devise a merger or acquisition for your company’s situation if you want to talk about a corporate combination there.
Transaction Documents In Mergers & Acquisitions
The preparation and negotiation of the definitive transaction documents pertaining to a transaction are one of the most essential responsibilities an Encino mergers and acquisitions attorney has in an M&A deal. Purchase and sale agreements for businesses frequently include hundreds of provisions. Our legal team is detail oriented, and will be able to identify the clauses necessary to safeguard your interests in papers like these:
- Stock or asset purchase agreements
- Confidentiality agreements
- Employment agreements
- Voting agreements
- Right of First Refusal agreements
- Co‐Sale agreements
- Shareholder agreements
- Disclosure Schedules
- Board and Shareholder Resolutions
Hostile Takeovers in California
A hostile takeover occurs when an acquirer tries to gain control of a firm after the board of directors of the target company does not want to be purchased. An acquirer might try several methods, including continuing to negotiate with shareholders about their holdings.
A poison pill is a corporate defense strategy in which existing shareholders can purchase more company stock at a reduced price following the occurrence of a specific event. This measure dilutes the stock price and forces the hostile takeover candidate to pay greater for acquisition. This maneuver is difficult, and it’s best left to an experienced M&A attorney in Encino.
Frequently Asked Questions
How Much Is The Target Company Worth?
In a merger or acquisition, the parties must agree on a price to acquire good value. Managers, attorneys, and accountants may examine completed acquisitions or valuations for comparable publicly traded firms. They can also estimate the target firm’s future cash flow using the discounted cash flow approach. A smart M&A attorney might work with company executives to assess the target firm’s worth.
What Happens After A Merger Or Acquisition?
A company may acquire assets of another firm through purchase by buying its stock of it or acquiring a controlling interest in it. A buyout occurs when a firm purchases the shares of another entity, thereby obtaining control over that entity’s assets. After a stock purchase, the acquirer can close down the acquired business or merge it with one of its own subsidiaries. The firms might also form a new corporation under a different name.
Contact Our Encino Mergers & Acquisition Attorney Today
The acquisition of other businesses may frequently help a company develop most efficiently, especially when done intelligently. To create a solid basis for the future, sensible merger and acquisition processes might be useful. If your business is in the midst of an M&A, contact our Encino mergers and acquisitions attorney to assist you in determining which acquisition approach is appropriate for your circumstances.
This website contains attorney advertising. The information provided herein should not be relied upon as legal advice. Every legal matter is unique and you should always seek the advice of a retained attorney to answer your legal inquiries. Haber Law Firm, APC, will not represent you unless an attorney-client relationship is formally created in writing.