When do you need to speak with the San Diego M & A or mergers and acquisitions attorneys at the Watkins Firm?  Are you searching for experienced, proven California mergers and acquisitions lawyers?  What should you look for as you approach a merger, asset purchase or stock purchase acquisition?

Key Takeaways of What to Look For in California or San Diego M & A or Mergers and Acquisitions Attorneys:

• Mergers and Acquisitions, or “M & A,” is a complex area of law, especially here in the State of California.  There are a lot of risks in these transactions, especially if you are the buyer.  Look for a lawyer or law firm with extensive experience across many decades and thousands of M&A transactions.
• The keys to these complex transactions include the contracts, due diligence checklists, and protections against legal and financial risks and exposures.  Look for a legal partner with an extensive existing library or proprietary, proven M&A contracts, asset or stock purchase agreements, MIPA contracts, and California-specific corporate documents such as the bylaws, operating agreement or shareholders’ agreement.

Merger, Asset Purchase or Stock Purchase

Are you considering or about to enter into a merger, asset purchase or stock purchase acquisition transaction?  What is the difference between a stock purchase transaction and an asset purchase?  How does one company merge with another?  What are the steps of these legally and financially complex transactions? What is a MIPA, and how does one acquire an individual stake in an LLC, or the entire LLC itself?

Asset Purchase Contract – Buying the Asset(s) of Another Company

Do you have questions regarding a San Diego asset purchase agreement or the acquisition of another company’s assets?  Asset purchase contracts are much more legally complex than they might appear.  This is why it is important to work with the California and San Diego M & A or mergers and acquisitions attorneys at the Watkins Firm.  We have guided our clients through thousands of these transactions across more than 40 years of service to the San Diego and California business communities.

This is not simply a matter of the conveyance of title and an agreed upon purchase price.  There are substantial issues of contingent liabilities, clear title, due diligence and ensuring proper conveyance of actual title to the assets in question. The asset purchase attorneys at the Watkins Firm conduct due diligence to ensure the property or asset(s) you intend to purchase are free of encumbrance and the seller possesses clear title.  If there is any underlying financing, it may be necessary to negotiate an assumption of that liability.

Generally speaking an asset purchase contract allows a buyer to acquire needed business assets from a competitor or another business without assuming unnecessary risks and unknown contingent liabilities of the business itself.  Properly structured, an asset purchase agreement should allow your company to expand your company’s assets and capacity while restructuring the tax basis of the asset(s) you intend to acquire.  The structural details of the transaction can and will have a substantial impact on profitability and associated liabilities downstream.

Merger and Stock Purchase Transaction

If you are considering a merger or stock purchase transaction you need the experienced, seasoned advice, counsel and services of the San Diego mergers and acquisitions attorneys at the Watkins Firm. These complex transactions require extensive due diligence, investigation and documentation.

We have more than 40 years of proven successful mergers and acquisitions transactions here in California.  After working on literally thousands of these comprehensive acquisitions, we have developed our own proprietary due diligence process and checklist documents as well as a library of merger or stock purchase transaction contracts.  This allows us to take a battle-tested proven agreement and carefully craft it to your unique application(s).  The ultimate stock purchase agreement between the parties is a legally and financially complex document which must be meticulously crafted to protect your interests.

The process to modify a proven, successful existing contract from our extensive library saves our clients a substantial amount of time and money while ensuring the contract guiding this extensive process is thorough and enforceable in every detail.

We assist in due diligence and negotiations at every step of the process.  We also help create, edit and/or review all documents and details associated with the transaction including any loan or debt assumption.

Intellectual property presents additional opportunities and risk.  Our IP attorneys carefully research the intellectual property you intend to purchase to ensure its viability and existing IP protections.  If the asset purchase is not researched, evaluated, documented and properly structured you expose yourself to needless risk, tax and contingent liabilities.

If you intend to purchase a Member’s interest in an LLC, or the entire LLC itself, you will need a Membership Interest Purchase Agreement or MIPA.

The ability to have not only extensive, accurate, insightful advice and counsel at every step, but the documents, checklists, and contracts required to successfully enter and complete your M & A transaction is the key to what any company or business owner or investor should look for in California or San Diego M & A or mergers and acquisitions attorneys.

Pro-Tip: “Well, when you have a corporation for a long time, it becomes another person, a citizen, and you get credit for that corporation, that corporation can sign leases, that corporation can sign vendor contracts, it can get licenses, it can do all kinds of things that have built up over the years. Whereas if you have a brand new company, you’re guaranteeing everything. So if you want to buy a company that’s already running, you don’t have to renegotiate everything and you just come over with a good shareholder agreement and a stock purchase, or a MIPA, a Membership Interest Purchase Agreement. You can step into the shoes of a very successful company and just hope it makes a profit.

The advantage to the buyers in a stock purchase transaction is they are stepping into the shoes of the seller.  Sellers have tax advantages in selling stock. That’s always good because a stock sale on something you’ve held for a long time, it’s going to be taxed at a better rate. Also it’s a cleaner transaction. You just sell the stock, there’s still going to be due diligence and you still have to make representations and warranties about the company. So it’s still going to be your liability if you’re not honest and truthful, but you definitely would prefer to do a stock sale.

What are some of the effective strategies?  You might request a holdover, having people work across the transition. There’s always something. And as a deal maker, that’s what a transaction lawyer is. You want to come up with creative ways to get the deal done while certain contingencies wait.  We have had money and trust accounts on deals for two years while a contingency is fulfilled by the seller. So you’ll pay 2 million for a project and there’s $200,000 coming to the company, but it’s not going to come for a while. So the seller will say, well, let’s keep the $200,000 for me in escrow until the company I’m selling gets that $200,000 and we get the deal done.  Again, getting what you’re paying for, knowing that you’re getting full disclosure, Goodwill.  The risk – people taking off and forming another company and competing with you, and also not having the expertise that the seller has. So, full disclosure and expertise. Those are probably the key things we see in whether companies we acquire are successful.” – Dan Watkins, Founding Partner

San Diego Mergers and Acquisitions Attorneys with more than 40 Years of Proven, Successful Experience

If you are searching for San Diego mergers and acquisitions attorneys for an asset purchase, merger or stock purchase transaction consider the Watkins Firm.  We contribute more than 40 years of proven, successful experience and knowledge to your side of the equation.  We protect our clients from risk while helping to facilitate their goals and objectives for the transaction at hand.

If you have questions regarding a merger or acquisition in San Diego or anywhere in the State of California we invite you to review our podcast Episode 13 – Mergers and Acquisitions as well as the strong recommendations of our clients and contact the Watkins Firm or call 858-535-1511 for a complimentary consultation today. Our experienced mergers and acquisitions attorneys provide sound counsel and cost-effective services.

Meet Daniel Watkins:

Daniel W. Watkins is a true people person who sincerely listens. He cares deeply about what others are going through.  Dan enjoys digging into the facts and finding creative solutions to problems.  He contributes his insights candidly and constructively.

Dan’s interest in people make him deeply invested in every relationship and his exuberant personality makes him a true litigator. Dan fights for his clients with a fierce and calculated commitment.

Dan has practiced in the areas of business, medical practices and healthcare business, high tech/science, real estate and employment defense law since 1987. He is a trusted litigation strategist and true trial attorney with over 50 jury and bench trials to his credit. Dan has successfully represented both large companies and individuals and achieved substantial victories in well-publicized trials throughout California and the U.S.

He is experienced in business and corporate formation and administration, as well as all forms of alternative dispute resolution, including binding arbitration and mediation.

THE ROAD TO BECOMING A BUSINESS LAWYER AND LITIGATOR

Dan has almost 40 years of experience working with, for and against some of the largest insurance companies in the country. He has successfully tried and litigated cases in the areas of Healthcare Compliance, Commercial Litigation, Unfair Business Practices, Fraud, Breach of Contract, Battery, Premises Liability, Product Defect, Medical Malpractice, Discrimination, Sexual Harassment, Construction Defect, as well as Unfair Competition, Defamation, and Trade Secrets.

In December 2003, Dan commenced litigation against Health South Surgery Centers-West, Inc and its’ subsidiaries, exposing the company’s extensive mismanagement and misconduct of its’ surgery centers. Dan has also been asked by some of California’s largest municipalities and corporations to conduct legally required investigations into matters involving alleged employment discrimination and harassment.