BUSINESS SALES, MERGERS & ACQUISITIONS

JGPC LAW LAWYERS HAVE EXPERIENCE IN HANDLING NUMEROUS TYPES OF BUSINESS SALES, MERGERS & ACQUISITIONS INCLUDING TRANSACTIONS INVOLVING:

• Asset purchases & sales;

• Stock purchases & sales and tax deferred stock swaps;

• Mergers, joint ventures, spin-offs, split-offs and roll-ups;

• Reorganizations, re-incorporations, and restructurings;

• Leveraged buy-outs; purchases and sales of minority and controlling stock positions; and stockholder rights plans.

JGPC LAW lawyers counsel clients on the legal and business issues that could ultimately mean the difference between a successful deal and one that is not. When appropriate, we involve other professionals with whom we’ve developed close working relationships that may be helpful to our clients in their efforts to find and close on the right deal. .

Just as the helmsman of a sailing yacht must direct the crew members in the completion of a smooth maneuver, the mergers & acquisition's lawyer must coordinate the bankers, accountants, financial advisers, attorneys and other participants in a deal to bring them to a timely and successful closing.   JGPC LAW mergers & acquisitions lawyers have significant experience managing such complex transactions.

JGPC LAW lawyers understand that the client’s purchase, sale, merger or acquisition is the client’s transaction, and that our client wants and needs attorneys who will work with them in consummating the deal.  Working with our client means that we work cooperatively with our client and clearly understand the role that we are being asked to play.   We understand that it is our client’s business objectives that must be met, not ours.

JGPC LAW LAWYERS PROVIDE COMPREHENSIVE MERGER & ACQUISITION LEGAL SERVICES, INCLUDING ADVICE ON STRUCTURING OF POTENTIAL TRANSACTIONS, PRE-ACQUISITION DUE DILIGENCE, NEGOTIATING AND DRAFTING AGREEMENTS, ASSISTANCE WITH FINANCE, AND ASSISTANCE WITH STATE AND FEDERAL AGENCY FILINGS, INCLUDING:

• When representing a seller, preparing the seller for the sale months in advance;
• Drafting and review and analysis of acquisition agreements and letters of intent;
• Drafting and review and analysis of stock purchase, asset purchase, and reorganization agreements;
• Drafting and review and analysis of confidentiality agreements, non-compete agreements, employment agreements, severance plans, stock option plans;
• Drafting and review and analysis of consulting and engagement agreements with investment banking firms;
• Drafting and review and analysis of loan commitment agreements, security agreements; and,
• Review and analysis of voting agreements, prospectuses, proxy statements, information statements, stockholder rights plans

JGPC LAW lawyers have expertise and experience in providing the following services when representing buyers or sellers.

• Pre-transaction planning and preparation, including determining objectives and priorities;
•  Initial contact and preliminary negotiations;
• Examining and choosing among structural alternatives including asset acquisitions, stock acquisitions, share exchanges, mergers, forward and reverse triangular mergers, debt financing, installment sales, and the availability of pooling-of-interest accounting;
• Analysis of state and federal income tax implications including whether the transaction will be taxable;
• Advice as to federal and state securities issues including whether or not exemptions from the registration requirements of applicable Federal and State securities laws are available, Rule 144, Rule 145, the short swing profits rules, the prohibition on insider trading, and the timing of stock sales in "pooling of interest" transactions;
• Determining transaction timelines;.
• Negotiation of appropriate letters of intent and related confidentiality agreements, including protection of the seller’s trade secrets, "no-shop" or "lockup" clauses, and "fiduciary out" clauses;
• Assistance in determining the timing and content of public announcements regarding the transaction; and
• Review of the corporate documentation of both parties, the authorization and issuance of outstanding shares, prior compliance with applicable securities laws, preemptive rights and related matters.

JGPC LAW LAWYERS HAVE EXPERTISE AND EXPERIENCE IN PROVIDING THE FOLLOWING SERVICES WHEN REPRESENTING BUYERS:

• Assistance in assessing target’s rights to its intellectual property including its software, trademarks, and service marks;
• Review and analysis of target’s material contracts including major consulting or project contracts, software licenses, development and distribution agreements, real estate and personal property leases, employment agreements, nondisclosure and non solicitation agreements, loan agreements and other financial arrangements, insurance policies, general distribution arrangements, joint ventures, and option agreements;
• Other due diligence items such as assessment of existing employee benefit plans, litigation, title to certain assets, business licenses, environmental compliance, year 2000 readiness, and related party transactions;
• Analysis of possible shareholder appraisal rights, and possible successor product line liability, as well as other potential liabilities imposed by law such as bulk sales laws, federal withholding taxes, sales taxes, and unemployment insurance;
• Assistance in negotiating the definitive agreement including the details of the representations and warranties, the allocation of risks between the buyer and the seller, provisions addressing employee benefit plans and other personnel matters, indemnification arrangements and limitations on liability, details of exchange ratios, "earn-out" arrangements, demand or piggyback securities registration rights, conditions relating to needed financing, and other closing conditions;
• Documenting related corporate matters, such as approvals by the Board of Directors and shareholders, and advice as to any required fairness opinions and Securities and Exchange Commission ("SEC") filings;
• Preparing for and conducting the closing of the transaction;
• Follow up with regard to "post-closing" matters, such as filing appropriate forms with governmental agencies, employee termination's, filings with the state of incorporation of the seller and buyer (as appropriate), and filing of documentation documenting changes in title to assets; and,
• Handling post-closing disputes.

Please contact one of our attorneys listed below to discuss a business sale, merger or acquisition and related services. 

 
            Jim Gulseth

 

            Bob Taylor

Practice Areas:

• Business Start Ups and Formations

• Business Sales, Mergers & Acquisitions

• Business Contracts & Transactions

• Business Litigation

• Incorporation & Corporate Law

• Dispute Resolution & Arbitration

• Intellectual Property & Trade Secrets

• Limited Liability Companies

• Asset Protection

JGPC Business & Corporate Law is a business law firm providing cost-effective, quality legal services to privately held businesses, business start ups, entrepreneurs, business owners, managers, executives, investors, buyers & sellers throughout the Tri-Valley and the East Bay Area, including Pleasanton, Dublin, Livermore, San Ramon, Danville, Walnut Creek, Castro Valley, Fremont, Tracy, Modesto, Manteca, Stockton and all of Alameda County and Contra Costa County. We are here to serve all of your business and corporate law needs.

CONTACT US:
Please contact us at our Pleasanton, California law office to discuss all of your business law and corporate law needs.

JGPC Business &
Corporate Law
5890 Stoneridge Dr. Suite 102
Pleasanton, CA 94588
925.463.9600 Tel
925.463.9644 Fax
jgpc@jgpc.com
www.jgpc.com