Mergers and Acquisitions Attorney Serving Palm Desert and California Businesses with Strategic Legal Guidance

There are a lot of good reasons to buy or sell a business within the merger and acquisition process. However, the lack of due diligence can result in costly mistakes and regrettable outcomes. I am Jerry Goldstein, an experienced business law attorney. In my more than four decades of assisting clients with a wide range of merger and acquisition transactions, I have seen more successful results than not.

From my Palm Desert office, I serve businesses across California, including Riverside and San Bernardino counties. I represent both buyers and sellers, providing personalized legal support for mergers, acquisitions and other significant business transactions.

Expert Mergers And Acquisitions Services

I represent buyers and sellers throughout the mergers and acquisitions process. For buyers, I typically draft and review letters of intent, assist in the conduct of due diligence, evaluate deal structures, draft and negotiate transaction documents including purchase and sale agreements and provide guidance through closing.

For sellers, I help prepare businesses for sale, review and revise purchase and sale agreements, negotiate with prospective buyers and address the allocation of potential risks. I also represent middle-market and closely held businesses, including founder-owned companies, family businesses and partnerships.

My broader transactional services include due diligence, transaction structuring, contract negotiation and drafting and regulatory compliance.

Types of Industries Served

I represent California businesses across several industries and business models. Whether you are buying a company, preparing your business for sale or combining operations with another enterprise, I can help you address the legal issues involved in moving the transaction forward. Industries I serve include:

• Startups and small businesses: Growing and privately held companies pursuing business transactions.
• Professional services: Medical practices, dental practices, pharmaceutical companies, other professional entities and consultants.
• Ecommerce, retail and hospitality: Businesses with contractual, leasing and operational considerations.
• Construction and trades: Companies with contracts, development matters and commercial relationships.
• Real estate businesses: Real estate investment entities, property managers, brokerages and related companies.

Every acquisition or sale presents different legal and commercial concerns. I tailor my approach to the business, industry and objectives involved.

Common Mergers and Acquisitions Pitfalls I Can Help You Avoid

Problems overlooked during early negotiations can create costly delays or disputes later. Common concerns include:

• Unclear letter of intent terms: Exclusivity periods, expenses and preliminary deal terms should be carefully defined.
• Missed consent requirements: Contracts, leases and licenses may require third-party consent before assignment or transfer.
• Vague earn-out provisions: Performance measurements and working-capital targets should be clearly established.
• Inadequate indemnity protections: Agreements should clearly allocate responsibility for specified liabilities and post-closing claims.

I help clients identify these concerns before they jeopardize a transaction. Careful legal planning from the letter of intent through due diligence, negotiation and closing can reduce uncertainty, protect your interests and support a smoother transaction.

Frequently Asked Questions (FAQs)

Here are answers to a few frequently asked questions about mergers and acquisitions in California.

What Legal Considerations Should I Keep In Mind Before Initiating a Merger or Acquisition?

Before taking the leap and diving into due diligence, it is vital to a conduct a thorough assessment of the big picture. What risks are immediately obvious? If you are acquiring a business, you will need to know what type of business it is. Is it a corporation? Limited partnership, limited liability company or another type of business entity such as a nonprofit corporation?

There are myriad regulatory compliance concerns relating to investment laws, securities and antitrust laws and potentially foreign exchange considerations. Do you know what they are? Where is the company domiciled? Is the entity qualified to transact business in California?

How Can an Experienced Business Lawyer Help Navigate the Complexities of Mergers and Acquisitions?

A skilled business lawyer can help you determine if the cost of proceeding with the transaction is in tandem with the benefit of completing it. The process of due diligence can be expensive but could lead to a lucrative transaction now and in the future. Your attorney can explain the potential outcomes and protect your best interest by working with the investment bank or looping in an experienced financial adviser to speak to compliance when the transaction triggers antitrust laws, investment law, securities or matters involving the foreign exchange.

What Legal Steps Are Involved In Structuring A Successful Merger Or Acquisition Deal?

For corporations, the deal structuring will need to take-into-account how and when shareholder or board approval of the principal terms of the transaction will occur; how financing and asset distribution will be handled; what happens to the current chain of command, management systems, and employees.

Most important, regardless of the type of business entity, the form of acquisition is important, whether structured as an entity or asset purchase. In an entity acquisition, the acquiring party is subject to the risk of any undisclosed (or unknown) liabilities and will not be able to depreciate any of the assets. On the other hand, in an asset purchase, the risk of hidden liabilities is significantly reduced, and the acquiring party may depreciate the assets acquired after negotiating the allocation of the purchase price among the various assets (e.g., real estate, vehicles, furniture, fixtures and equipment, goodwill, etc.).

How Can Legal Due Diligence Mitigate Risks In Mergers And Acquisitions Transactions?

There are many moving parts to due diligence, including a meticulous review of the financial books prior to entering-into the transaction. Are they accurate? How do you know? Along with accurate ledgers, obtaining a current valuation of intellectual property and licensing, liabilities and assets. What kind of past or potential regulatory concerns are on the horizon? Are there reputation costs due to lawsuits? Working with an experienced mergers and acquisitions lawyer can help you to ask the right questions and ensure the process of due diligence thoroughly addresses current and future concerns.

What Are The Legal Challenges Typically Encountered During The Mergers And Acquisitions Integration Phase?

If an integration strategy was not properly addressed earlier, it could take longer than expected to get rolling. Leadership may become disengaged with imminent layoffs as the company needs to address identical departments undergoing changes. Employee morale could hinder productivity, as the uncertainty of taking on a new position or the possibility of having to leave the company stirs fear.

What Is The Difference Between An Asset Purchase And A Stock Purchase?

An asset purchase generally involves acquiring selected business assets and assuming specified liabilities. This structure can give buyers greater control over what is included in the transaction. In addition, the asset purchase enables the purchaser to depreciate assets acquired and limit exposure to liabilities incurred by the business prior to the closing.

A stock purchase involves acquiring ownership interests in the company itself, generally leaving its existing assets and liabilities within the entity. Tax considerations, existing contracts, exposure to potential liabilities and long-term business objectives can influence which structure makes sense for a particular transaction.

Schedule A Consultation with an Experienced Business Attorney

Whichever side of the transaction you find yourself in the acquisitions and merger process, I can help you navigate through the complexities. Call the Law Offices of Jerry J. Goldstein in Palm Desert at 760-359-2233 or send me an online inquiry to schedule a consultation.