Articles

Definitive Deal Documents in M&A Transactions

One of the final steps in the M&A process happens concurrently with the due diligence process where the buyer and the target company will begin to work with their attorneys to prepare the Purchase and Sale Agreement and other ancillary documents to close the transaction. The Buyer’s counsel will typically prepare the initial draft of the purchase agreement based on …

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Preliminary Due Diligence in M&A

One of the preliminary steps in M&A transactions includes non-disclosure agreements. Once an NDA is signed, the target company will typically provide preliminary information such as financial statements, customer and marketing information, organization structure, etc., to provide you with the needed information to decide whether making an offer will align with your growth and acquisition strategy. You can read more …

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Due Diligence in M&A Transactions

Once an offer is accepted, the next step is for the buyer to conduct the in-depth due diligence of the target company. Buyers often hire outside accounting firms to help them analyze the target company’s financial statements and projections. Legal due diligence will typically involve attorneys to check under the hood and make sure all of the skeletons in the …

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How to Identify Acquisition Targets?

One part of competitive growth strategy is acquisition. Some key questions to ask during the process of taking a company to a higher level include: a. Who are your industry competitors? b. Who are your vendors that can be absorbed to drive up the bottom line and profitability? c. Are there new entrants into the industry or market that could …

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Making an Offer in M&A Transactions

A Buyer will typically make its offer by presenting an “offer letter” or “letter of intent” containing the terms of its offer. It is not legally binding but will be heavily relied upon by the attorneys when drafting the transaction documents as well as the target company in deciding on whether to accept the offer. Keep in mind that there …

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Eliminate second mortgages and save your home in San Diego

One of the most rewarding aspects of my practice is helping struggling homeowners to keep their home and avoid foreclosure by using a popular but not widely known provision of the bankruptcy code to eliminate second mortgages. Bankruptcy law does not eliminate or change the terms of the first mortgage if a debtor plans to stay in their home. But …

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Should an attorney be retained if I don’t know whether bankruptcy is right for my company?

Clients are often concerned about seeking the help of a bankruptcy attorney when they are uncertain or unwilling to enter into bankruptcy. It’s important to know that I am frequently retained prior to a potential bankruptcy to assist in negotiations and exploring options. I can add value by showing creditors the consequences of refusing to negotiate and providing my clients …

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What is your strategic growth strategy?

Business Acquisition and Strategic Growth When entrepreneurs are considering taking their companies to the next level, strategic acquisition should be an integrate part of their growth plan. Here are some of the key considerations for business acquisitions: a. Increase profitability by acquiring someone in the chain of your distribution channel when costs and overhead can be consolidated b. Geographic expansion …

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What Constitutes ‘Security’? Raising Capital and Private Placement Memorandums

Startup companies often need additional capital to grow and expand. During the capital raising process, when does it become important to have a private placement memorandum to provide to prospective investors so as to avoid being found guilty of committing securities fraud? The key question is whether the investment constitutes “securities” under Securities Exchange Act of 1934 (“Act”). The US …

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Is capital required for business acquisitions in San Diego?

Cash is always king in a purchase and sale transaction. However, many businesses can be acquired through other means. You will be surprised at how many sellers would be willing to provide financing needed with very little upfront cash investment. Many entrepreneurs reach a point of where the business is no longer their priority or a more attractive opportunity has …

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