Mergers and Acquisitions Lawyers in California

M & A attorneys in Pleasanton, CA perform legal due diligence

In the course of your business operations, you may find that a proposed merger or acquisition might be a profitable venture. Whether you are the acquirer or the target, you need an experienced and proven business law firm to negotiate the deal and to attend to all contractual and preparatory details. At Garcia & Gurney, A Law Corporation in Pleasanton, we provide the hands-on, meticulous legal services your company needs to protect your interests and to help you achieve the greatest benefit possible.

Essential components of mergers and acquisitions in California

The objective of a merger or acquisition is to deliver value to all stakeholders while strengthening the acquiring company. Whether your shareholders realize value depends in part on how deeply you scrutinize the details of the deal. Our corporate law attorneys have experience advising companies on all aspects of mergers and acquisitions, including the following:

  • Deal structure — Companies engaged in a transaction can choose to structure the deal as a stock purchase, an asset sale or a merger. Issues to consider include the acquirer’s assumption of liability, the possibility of the target’s clients assigning contracts to the acquirer, the process of 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 its obligations to customers and creditors.
  • Indemnification — The target entity deposits a 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 — These are terms, including a minimal level of stockholder approval, that parties must meet before they close on the deal. 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.

Our business law attorneys have substantial experience representing parties on both sides of mergers and acquisitions in California. We will guide you confidently throughout the transaction.

Due diligence for business acquisitions in California

Whether you are buying a company outright or making a substantial stock purchase, you need to know there are no legal issues that inhibit the deal or that might haunt you afterward. An acquiring company must perform due diligence on every pertinent aspect of the target company. The due diligence process includes evaluating these elements:

  • Entity structure, ownership, and governance
  • Securities law compliance
  • Stockholder agreements
  • Material contracts (customer and employment), agreements, and obligations 
  • Intellectual property
  • Outstanding debts
  • Liability exposure
  • Pending litigation 
  • Liens and encumbrances on property
  • License and permit status

We perform thorough investigations to uncover issues you must consider when deciding whether to commit to or withdraw from a deal. 

If you are determined to move forward, your team can facilitate each stage of the deal, including:

  • Structuring the transaction
  • Negotiation of terms and conditions
  • Managing securities filings
  • Closing the transaction

Our firm will conduct an in-depth investigation of the target company’s legal status to discover any impediments to the transaction and will alert you to concerns that might lead to post-merger disputes. 

Federal and state approval for mergers and acquisitions in California

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. Certain M&A activity can also draw the scrutiny of state authorities. Our attorneys have experience with substantive law and procedures for resolving antitrust concerns. As your representative, we continue to monitor compliance in the weeks and months that follow completion of the transaction.

Contact our Pleasanton business lawyers for M&A guidance

Garcia & Gurney, A Law Corporation in Pleasanton, CA advises businesses throughout the Tri-Valley area on mergers and acquisitions. To schedule a consultation with a knowledgeable attorney, call 925-468-0400 or contact us online.