Business Sales, Mergers & Acquisitions

JGPC has attorneys with experience and expertise in handling all forms of business sales, mergers & acquisitions.

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

We have expertise and experience in providing all legal services required by buyers and sellers, including:

Legal services proveded for business buyers include:

  • Assistance in assessing target’s rights to its intellectual property including its patents, 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, 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 terminations, filings with the state of incorporation of the seller and buyer (as appropriate), and filing of documentation documenting changes in title to assets
  • Handling post-closing disputes

Legal services provided for business sellers include:

  • 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
  • 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

Services provided for business sales, mergers, and acquisitions include:

  • Asset purchases & sales
  • Stock purchases & sales and tax deferred stock swaps
  • Mergers, joint ventures, spin-offs, split-offs and roll-ups
  • Reorganizations and restructuring
  • Leveraged buy-outs, purchases and sales of minority and controlling stock positions, and shareholder rights plans

For help involving business sales, mergers & acquisitions please contact:

Contact JGPC Law Today

JGPC Business & Corporate Law is a business law firm providing cost-effective, quality legal services to privately held businesses, corporations, limited liability companies (LLCs), general partnerships, joint ventures, limited liability partnerships (LLPs), limited partnerships (LP), trusts, 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.