Are you searching for a San Diego stock purchase transaction lawyer?  The decision to conduct a stock purchase versus another form of merger and acquisition in San Diego or anywhere in the State of California can be the difference between success and failure, potential loss and huge profitability.
Key Takeaways About a San Diego Stock Purchase Transaction Lawyer:
- A stock purchase effectively transfers ownership of a business or corporation without disturbing important existing assets such as government contracts, patents and copyrights, or even leases and customer relationships.
- There are many risks in a stock purchase transaction. This is why it is important to work with an experienced and proven San Diego stock purchase transaction lawyer.
- Due diligence is one of the primary keys to success in these complex legal and financial transactions. Due diligence extends to the verification of all Representations and Warranties, and every aspect of the transaction, especially from the buyerâs point of view.
What is a Stock Purchase
A stock purchase effectively transfers ownership of a business or corporation without disturbing important existing assets such as government contracts, patents and copyrights, or even leases and customer relationships. Stock purchase agreements allow the buyer to step directly into the shoes of the seller. These complex business transactions require extensive due diligence and carefully crafted contracts to ensure a successful outcome.
The Risks of a Stock Purchase
Stock purchase agreements may open you to extended liabilities which an asset purchase would limit, but you may not be able to accomplish your business objective by simply purchasing the assets. Many of these transactions specify a “hold back” amount from the seller’s proceeds to protect against unexpected liabilities or inconsistencies between a seller’s disclosures and the actual numbers after closing. It is in your interest to reduce the contingent liabilities you may face after the stock purchase, and develop an agreement that allows you to push unexpected costs or losses back to the âsellerâ.
Due Diligence â The Advantage of our Watkins Firm San Diego Stock Purchase Transaction Attorney
Your San Diego stock purchase transaction attorney provides proprietary due diligence checklists and process which have been developed through more than 40 years of successful stock purchase acquisitions. Due diligence is one of the primary keys to success in these complex legal and financial transactions. Due diligence covers not only verification of all Representations and Warranties but also every aspect of the transaction, especially from the buyerâs point of view. The seller must also ensure due diligence to ensure the buyer can and will perform and successfully complete the transaction.
The Watkins Firm may also recommend a transition plan which provides incentives for the seller to remain active in the business for a period of time after closing to ensure the successful transition of business and existing Goodwill.
Pro-Tip: âIn an M & A transaction, itâs harder to be a buyer. Itâs easier to be a seller. A buyer has the harder task because the buyer gives money and the buyer has to verify what they are getting. And thatâs when we come up with a term called âschedules,â depending on how expensive or larger a transaction is, youâre going to have more schedules. If you are pursuing, letâs say, a real easy and less expensive transaction, schedules are what we use to organize and identify the assets of a company. For example, you have your real estate schedules, youâll have a disclosure by the seller of what they own and all the contracts theyâve signed with respect to real estate. Youâll have equipment schedules and the seller will have to disclose specific issues, and youâll have cash value and youâll have accounts and goodwill and taxes and all the things that you want to do as a buyer in an organized fashion to review, to make sure you know what youâre getting, and to make sure you get representations from the seller that âthis is what Iâm giving youâ in case later on, it turns out they werenât telling the truth.
We want to have all of the agreements that are applicable that will help the company survive and, and do better. And the way we do that is we have lawyers have been for 30 years or more. And we have a bank, a proprietary library of all of the transactional documents weâve prepared over the years. And in that 30 or 40 years of transactional documents, our lawyers have probably come across the same type of agreement and the same type of deal you are proposing. Weâll go back and weâll find maybe four or five of these similar agreements. And weâll also compare that to our paid litigation research bank. And weâll make sure itâs current in the law and weâll run it by you. And then weâll also be able to tell you, as older lawyers, that this is what other clients have done and it worked for them. So in addition to just writing up the agreement, as you ask, we can also give practical advice of what people have done in the past, and strategies that did and didnât work. What are the elements of the transactions that were ultimately successful and profitable over the years?
The first thing I would do is create a list of what you want. If you have a buyer or a seller in mind, get together with them and write out a letter of intent or a memoir of an of understanding. You need an experienced M & A attorney. You need an experienced CPA to find out what the company is worth, and you can come to us too, and we can help you with all of that. Call us for a free consultation, or come by and talk to us about what you want to do. And weâll add a bunch of things to that list and give you some good ideas of what to think about and tell you some war stories or some other purchase and acquisition stories that weâve had in similar situations. And then perhaps you can come up with some good terms and come to an agreement with the buyer or seller. And thatâs what our transaction lawyers do. They make deals, and theyâll help you close the deal.â â Dan Watkins, Founding Partner
Proven, Experienced San Diego Stock Purchase Transaction Attorney
The Watkins Firm has supported San Diego businesses for decades and we have advised numerous business clients who are considering the same type of transaction you are evaluating. It is important to work with an experienced and proven San Diego stock purchase transaction attorney to help you consider every angle and evaluate all of the options before moving forward.
If you are considering an acquisition we invite you to review our podcast Episode 13 – mergers and acquisitions, the strong recommendations of our clients and contact the Watkins Firm or call 858-535-1511 for a complimentary consultation today.
Meet Daniel Watkins:
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. Clients value Dan’s ability to listen carefully, understand complex challenges, and develop practical, effective solutions to difficult legal problems.
DECADES OF TRIAL AND LITIGATION EXPERIENCE
Dan has nearly four decades 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 companyâs extensive mismanagement and misconduct of its surgery centers. Dan has also been asked by some of Californiaâs largest municipalities and corporations to conduct legally required investigations into matters involving alleged employment discrimination and harassment.
