SAN DIEGO MERGERS AND ACQUISITIONS ATTORNEYS
Expand Your Business Through Purchase of Another Company's Stock or Asset's
When do you need the experienced mergers and acquisition attorneys at the Watkins Firm? Your company may want to buy or merge with another entity for any number of reasons. Maybe you are an entrepreneur who has built up a business and you are now ready to sell it. Maybe you believe you can gain greater efficiency by working with another company in a joint venture.
At the Watkins Firm, our experienced mergers and acquisitions attorneys counsel clients throughout San Diego County on their options for the purchase, sale and merging of small, medium and large businesses. We provide advice and counsel, due diligence and contract-related services for asset purchase, stock purchase, merger, capital reorganization, leveraged acquisition or Leveraged Buy-Out (LBO), Management Buy-Out (MBO) and/or divestment.
Our San Diego team has almost four decades of experience in Mergers & Acquisitions (M&A) transactions of any size or complexity, representing private investors, businesses, shareholders, members, private equity funds and large corporate entities who seek growth through acquisition or to sell their position to prepare for another opportunity or retirement.
We invite you to review the strong recommendations of our clients and contact the Watkins Firm or call 858-535-1511 for a complimentary consultation today to learn more about buying or selling a business, mergers or joint ventures.
Combining Business Operations by a Variety of Different Routes
Mergers and acquisitions is a general name for a broad category of many different types of business transactions by which the operations and assets of two businesses are placed under the control of a single business. Among the most common scenarios are the following:
- The two businesses may merge into a single company pursuant to a merger agreement.
- One business may acquire the other pursuant to a stock purchase, buy-sell agreement or other type of purchase and sale agreement.
- One business may dissolve and transfer its property, contracts, goodwill and other assets to the other business through an asset sale.
Which scenario is advisable for your situation depends on many details about the types of businesses and assets involved, as well as the goals of the transaction.
Mergers Can Take Many Forms in San Diego and Southern California
Mergers can represent an incredible opportunity for the entities involved, or they may pose a challenge for minority shareholders who are concerned about the power and value of their position. Generally speaking, when two companies merge both receive stock in the new entity which establishes not only the distribution of income or dividends but the power to vote and make decisions.
In a “Horizontal Merger” two entities with similar business interests who may or may not be competitors merge into a single entity. In a Vertical Merger the entities are usually part of a supply chain together (i.e. supplier and customer) who seek to reduce costs and increase operational profitability. There are as many reasons to merge as there are mergers each year in Southern California and across the United States. In essence, the intent of a merger is usually to combine forces in order to increase reach and profitability in a way that neither entity could do if they remained separate. In other situations, market contraction and/or competition may drive local entities to join regional powers, and ultimately regional powers to consolidate into national or international entities.
Our attorneys assist California clients with all aspects of mergers and acquisitions, including drafting purchase and sale agreements, handling all escrow and due diligence issues pre and post closing of the transactions and the liquidation and winding up of business entities slated for dissolution.
Experienced San Diego Asset Purchase Lawyers
Purchasing the assets of another company through an asset purchase contract is one of the most common forms of acquisition in San Diego and Southern California. An asset purchase contract allows one entity to sell some or all assets of their business. In an asset purchase there are several important areas of due diligence, including but not limited to:
- Identification including serial, manufacturer’s or other identifying numbers
- Disclosure of the condition of the asset(s)
- Evaluation of underlying encumbrances and resolution of liens
- Elimination of successor liability claims
- Transfer of clear title to specified assets
The Watkins Firm works to ensure the asset purchase contract protects our client’s interests. We discuss additional precautions such as the protections of a cash transaction as well as appropriate insurance.
Due Diligence is the Key to a Successful Stock Purchase
Why is due diligence the key to a successful stock purchase transaction in San Diego and Southern California? During a stock purchase the buyer usually acquires all or a substantial and controlling interest of the stock of a corporate entity from it’s stockholder(s). The legal intention of a stock purchase is to allow the buyer to “step into the shoes of the seller.”
A stock purchase agreement allows the buyer to acquire and control an existing or operational entity and all existing employees, customers, intellectual property, inventory, facilities, equipment, real estate and contracts. There are often no visible changes from the outside perspective during a stock purchase transaction. The intent of all parties is usually to ensure the smooth transition from seller to buyer preserving and/or enhancing existing goodwill, sales and key employees.
The stock purchase transaction is a complex legal, financial and operational business transaction. This is why it is important to work with the proven, experienced mergers and acquisitions attorneys at the Watkins Firm. We have helped our clients to successfully complete thousands of these transactions across almost four decades of service to the Southern California business and medical/healthcare communities.
Due diligence in a stock purchase is extensive. The Watkins Firm has developed a comprehensive series of checklists and processes to guide our clients through the transaction while protecting their interests.
The stock purchase transaction can prove to be a tremendous business opportunity for both parties. There is a substantial amount of information which must be disclosed and verified. Substantial risks are present at every step of the process. A well-crafted stock purchase agreement guides our clients through the transaction and in the crucial period which follows. This allows for contingencies to be anticipated and either avoided or resolved. It ensures goodwill and the success of the business and it’s employees transfers smoothly.
Are you considering a stock purchase transaction in San Diego or Southern California? We invite you to review the strong recommendations of our clients and contact the Watkins Firm or call 858-535-1511 for a complimentary consultation today.
Contact Experienced California Mergers and Acquisitions Lawyers
Mergers and acquisitions of business entities in California can be extremely complex legal and financial transactions. Your choices regarding which process to follow, due diligence and effective transactional contracts and documents can have a substantial impact on the timeliness and success of the merger, asset purchase or stock purchase. Our experienced attorneys will protect your interests while providing sound counsel and guidance at every step of the transaction. You can place your trust in the Watkins Firm for any merger, asset purchase or stock purchase opportunity. We have almost four decades of proven experience facilitating complex business purchase and sale transactions.