Pleasanton Attorneys Shepherd Companies Through Mergers and Acquisitions
Experienced corporate lawyers manage every aspect of your deal
In our competitive economy, and especially in the volatile tech sector, companies need synergy to thrive. Garcia & Gurney, ALC helps companies of all sizes in Alameda and Contra Costa Counties to negotiate and execute mutually beneficial mergers, acquisitions and joint ventures. These deals are highly detailed and require close attention, which is exactly what clients receive at Garcia & Gurney, ALC.
Close attention to detail and personalized service for M&A
The objective of a merger or acquisition is to deliver value to all stakeholders while strengthening the acquiring company. But whether your shareholders realize value depends on how deeply you scrutinize the details of your deal. Our corporate law attorneys have experience advising companies on all aspects of mergers and acquisitions, including:
- Deal structure — Companies engaged in a transaction can choose to structure the deal as a stock purchase, asset sale or merger. Issues to consider include the acquirer’s assumption of liability, the possibility of the target’s clients assigning contracts to the acquirer, obtaining stockholder approval and the tax consequences.
- Method of payment — The acquiring entity may pay in cash or equity. A cash transaction is less risky, but financing the deal can stress the acquirer’s debt rating and capital structure.
- Working capital adjustments — The acquiring entity must make sure the target entity can meet obligations to customers and creditors.
- Indemnification — The target entity deposits s negotiated amount in escrow to cover possible breaches of warranties that could damage the acquirer. Indemnification offers further protection for the acquirer in the event that breaches of fundamental representation exceed the target’s escrow amount. Terms of the agreement may impose joint and several liability on individual stockholders for damages to the acquirer from misrepresentations by the target company.
- Closing conditions — Terms, including a minimal level of stockholder approval, that parties must meet before they close on the deal are closing conditions.
- Filings, notices and consents —The Hart–Scott–Rodino Antitrust Improvements Act of 1976 requires detailed filings to be made with the U.S. Federal Trade Commission and Department of Justice before parties can finalize certain mergers. Parties may also have to serve notice and receive consent from interested third parties.
- Restrictive covenants — The acquirer must receive assurances from the target’s selling shareholders that they will not attempt to lure away customers or employees for a reasonable time following the transaction.
Whether your company is the acquirer or the target of an acquisition, Garcia & Gurney, ALC can deliver the hands-on, meticulous legal service you need to maximize the benefits of your transaction.
Contact our corporate attorneys for guidance on your merger or acquisition
Garcia & Gurney, ALC represents target companies and acquirers in mergers, acquisitions and joint ventures in the Alameda and Contra Costa areas. Our corporate attorneys deliver hands-on legal service throughout the entire process to help you maximize the value of your transaction. To schedule a consultation with a knowledgeable attorney, call us today at 925-468-0400 or contact us online.