Mergers & Acquisitions Attorney
Mergers and acquisitions (M&A) is a widespread phrase that means a combination of companies or assets. The main ways to accomplish the combination are: (1) selling the corporation's shares; (2) selling the corporation's assets; or (3) merging the corporation with another company. Jonathan Paul of The Tech Law Group is a mergers and acquisitions attorney providing legal counsel on the managerial, monetary, personal and tactical options affecting your purchase, sale or joint venture.
M&A can create significant value and protect your company's market competitiveness. Activity recently attained record levels, and the strength persists across sectors and locations as businesses vie for a share of the market. As M&A professionals, we realize nothing is more essential than achieving recognized deal value. One vital concept driving decisions to combine is two organizations jointly tend to be more valuable than two independent companies—at least, this is the thinking. For the targeted business, an M&A deal provides its investors the ability to cash out at a premium, particularly if the transaction is an all-cash package.
Private transactions demand deal structuring methods that consider financing restrictions, earn-outs, tax matters and IP transfers while balancing risks. Our work with private businesses covers several market sectors and includes negotiated transactions across many industries including aviation, manufacturing, media, professional services, and technology. As an attorney and business broker, Jonathan Paul provides specialized knowledge to help you obtain your objectives. Since The Tech Law Group is a law practice taking a collaborative approach to advising our clients, you will benefit from strategic knowledge given by a seasoned M&A attorney.
Acquisition Checklist
Steps for a Selling Business OwnerPrepare the Company for Sale
To increase the valuation, an owner should thoroughly prepare the business before marketing the company for sale or beginning negotiations with a potential buyer.
Discuss with Legal Counsel
An experienced attorney can help prepare the company and provide essential guidance through the transaction.
Obtain a Valuation
A detailed and reasonable valuation of your business is critical to attract the right buyer and avoid leaving cash on the table.
Get a Comprehensive NDA in Place
Once contact is made with a potential buyer, a nondisclosure agreement must be signed to protect your confidential information. The NDA should be separate from any term sheet.
Negotiate a Term Sheet
Too often, sellers wait until after a term sheet is signed before hiring an attorney. By then, you will have given away a number of key assets as the buyer will know how to structure the deal in its favor at the term sheet stage.
Conduct Due Diligence
Each side will want to be sure there aren't any issues that might hold up or negatively impact the sale. Due diligence includes setting up an online data room to share information. Your attorney should handle this.
Draft and Negotiate the Purchase Agreement
Depending on the size of the transaction, it may make sense to use a standard form with common terms and conditions.
Draft Associated Documents
A typical purchase agreement includes transfer documents (assignments and bills of sale); disclosure schedules (information about assets and liabilities and reps and warranties exclusions); licenses; escrow agreements; transition services or key employee employment agreements; and buyer guaranties if there is seller financing.
Close the Deal
Sign and deliver closing documents, including related certificates, consents, and associated documents. Buyer transfers payment and any other consideration.
Representative M & A Matters
Asset Acquisition. Represented a California corporation in acquiring assets of an English venture where client was the majority owner of a private company limited by shares formed in England and Wales to combine assets and services for a European subsidiary. Managed due diligence; handled drafting and closing duties related to the shareholders’ agreement, asset purchase agreement, and employment agreement for managing director. Directed local counsel in England with formation of corporate entity.
Merger of Privately Held Corporations. Represented disappearing California corporation in a tax-free merger with the surviving California corporation. Negotiated and drafted the plan of reorganization, capital structure, asset transfer provisions, revised articles and bylaws, shareholders’ agreement, buy-sell agreement, employment and consulting agreements, consents and related documents.
Complex Merger. Represented disappearing Delaware subsidiary of an Indian private limited company in a tax-free merger with newly formed Arizona and Virginia subsidiaries of a venture-backed Delaware corporation. Transaction involved multiple parties and consideration of cash, notes, preferred and common stock with a put option for future revenue held in a newly formed Delaware trust.
Sale of Assets. Represented selling Colorado limited liability company with strategic acquisition of assets by Delaware and Nevada subsidiaries of publicly-traded Delaware corporation. Performed due diligence and negotiated and drafted asset purchase agreement, disclosures, intellectual property and lease assignments, founder’s continuing employment agreement, consents and earnout structure.
Sale of Assets. Represented selling California corporation for strategic acquisition of assets by a newly formed limited liability company and subsidiary of buying Delaware corporation. Transaction involved conversion of Texas corporation to California corporation, structuring post-closing sales participation formula, obtaining shareholder intellectual property assignments and releases, and negotiation of promissory note forbearance agreement and guarantee.
Sale of Assets. Represented selling Texas corporation for strategic acquisition of assets by newly formed Virginia corporation and subsidiary of buying Virginia corporation. Performed due diligence and negotiated and drafted asset purchase agreement, articles of amendment, intellectual property assignments, employment agreement, bill of sale and buyer's guarantee.
Joint Venture. Represented a California corporation in a joint venture with a Maryland corporation where client was the majority owner of a Delaware LLC formed to combine assets and services for an East-coast subsidiary. Transaction included performance goals for a trigger of an automatic asset acquisition of the Maryland corporation. Managed due diligence, handled drafting and closing duties related to the joint venture agreement, formation of the LLC, asset purchase agreement, shareholder consents and employment agreements.
Private Placement of Stock. Represented a California corporation in structuring an offering to raise working capital. Private investor purchased common stock with cash and an installment note secured by a pledge of collateral on the stock and term life insurance policy.
Private Placement of Stock. Represented a privately held California corporation in capital financing structure and issuance of First, Second and Third rounds of funding. Managed due diligence and drafted and negotiated private placement memoranda, securities purchase agreements, note purchase agreement and associated closings. Complex transactions included numerous foreign investors.
Private Placement of Stock. Represented a California corporation in negotiations and due diligence for strategic investment in California corporation’s Series A round as sole investor and in Series A1 round in pool of investors led by a leading California angel group. Primary attorney responsible for negotiating terms of founder’s stock restriction and employment agreements, management agreement, revised articles and shareholders’ agreement, incentive option plan, warrants and director indemnification agreement.
Founder’s Stock Redemption. Represented California corporation in redemption of co-founder’s equity with a non-compete covenant and mutual release.
Buyout of Founder’s Stock. Represented a Texas corporation in the buyout of majority co-founder’s equity by minority co-founder.
Acquisition Checklist
Steps for a Selling Business OwnerPrepare the Company for Sale
To increase the valuation, an owner should thoroughly prepare the business before marketing the company for sale or beginning negotiations with a potential buyer.
Discuss with Legal Counsel
An experienced attorney can help prepare the company and provide essential guidance through the transaction.
Obtain a Valuation
A detailed and reasonable valuation of your business is critical to attract the right buyer and avoid leaving cash on the table.
Get a Comprehensive NDA in Place
Once contact is made with a potential buyer, a nondisclosure agreement must be signed to protect your confidential information. The NDA should be separate from any term sheet.
Negotiate a Term Sheet
Too often, sellers wait until after a term sheet is signed before hiring an attorney. By then, you will have given away a number of key assets as the buyer will know how to structure the deal in its favor at the term sheet stage.
Conduct Due Diligence
Each side will want to be sure there aren't any issues that might hold up or negatively impact the sale. Due diligence includes setting up an online data room to share information. Your attorney should handle this.
Draft and Negotiate the Purchase Agreement
Depending on the size of the transaction, it may make sense to use a standard form with common terms and conditions.
Draft Associated Documents
A typical purchase agreement includes transfer documents (assignments and bills of sale); disclosure schedules (information about assets and liabilities and reps and warranties exclusions); licenses; escrow agreements; transition services or key employee employment agreements; and buyer guaranties if there is seller financing.
Close the Deal
Sign and deliver closing documents, including related certificates, consents, and associated documents. Buyer transfers payment and any other consideration.
Representative M & A Matters
Asset Acquisition. Represented a California corporation in acquiring assets of an English venture where client was the majority owner of a private company limited by shares formed in England and Wales to combine assets and services for a European subsidiary. Managed due diligence; handled drafting and closing duties related to the shareholders’ agreement, asset purchase agreement, and employment agreement for managing director. Directed local counsel in England with formation of corporate entity.
Merger of Privately Held Corporations. Represented disappearing California corporation in a tax-free merger with the surviving California corporation. Negotiated and drafted the plan of reorganization, capital structure, asset transfer provisions, revised articles and bylaws, shareholders’ agreement, buy-sell agreement, employment and consulting agreements, consents and related documents.
Complex Merger. Represented disappearing Delaware subsidiary of an Indian private limited company in a tax-free merger with newly formed Arizona and Virginia subsidiaries of a venture-backed Delaware corporation. Transaction involved multiple parties and consideration of cash, notes, preferred and common stock with a put option for future revenue held in a newly formed Delaware trust.
Sale of Assets. Represented selling Colorado limited liability company with strategic acquisition of assets by Delaware and Nevada subsidiaries of publicly-traded Delaware corporation. Performed due diligence and negotiated and drafted asset purchase agreement, disclosures, intellectual property and lease assignments, founder’s continuing employment agreement, consents and earnout structure.
Sale of Assets. Represented selling California corporation for strategic acquisition of assets by a newly formed limited liability company and subsidiary of buying Delaware corporation. Transaction involved conversion of Texas corporation to California corporation, structuring post-closing sales participation formula, obtaining shareholder intellectual property assignments and releases, and negotiation of promissory note forbearance agreement and guarantee.
Sale of Assets. Represented selling Texas corporation for strategic acquisition of assets by newly formed Virginia corporation and subsidiary of buying Virginia corporation. Performed due diligence and negotiated and drafted asset purchase agreement, articles of amendment, intellectual property assignments, employment agreement, bill of sale and buyer's guarantee.
Joint Venture. Represented a California corporation in a joint venture with a Maryland corporation where client was the majority owner of a Delaware LLC formed to combine assets and services for an East-coast subsidiary. Transaction included performance goals for a trigger of an automatic asset acquisition of the Maryland corporation. Managed due diligence, handled drafting and closing duties related to the joint venture agreement, formation of the LLC, asset purchase agreement, shareholder consents and employment agreements.
Private Placement of Stock. Represented a California corporation in structuring an offering to raise working capital. Private investor purchased common stock with cash and an installment note secured by a pledge of collateral on the stock and term life insurance policy.
Private Placement of Stock. Represented a privately held California corporation in capital financing structure and issuance of First, Second and Third rounds of funding. Managed due diligence and drafted and negotiated private placement memoranda, securities purchase agreements, note purchase agreement and associated closings. Complex transactions included numerous foreign investors.
Private Placement of Stock. Represented a California corporation in negotiations and due diligence for strategic investment in California corporation’s Series A round as sole investor and in Series A1 round in pool of investors led by a leading California angel group. Primary attorney responsible for negotiating terms of founder’s stock restriction and employment agreements, management agreement, revised articles and shareholders’ agreement, incentive option plan, warrants and director indemnification agreement.
Founder’s Stock Redemption. Represented California corporation in redemption of co-founder’s equity with a non-compete covenant and mutual release.
Buyout of Founder’s Stock. Represented a Texas corporation in the buyout of majority co-founder’s equity by minority co-founder.