Author Archives: Marc Empey

What Goes Into a Merger and Acquisition Letter of Intent?

We hear about various companies engaging in mergers and acquisitions all the time but what exactly do those two words mean? Webster’s Dictionary defines merger as the combining of two things, especially companies, into one. An acquisition, meanwhile, is defined as an asset or object bought or obtained, typically by a library or museum but it can also apply to companies. Continue reading

Why Ignoring a Mergers and Acquisitions Strategy Will Cost You Time and Sales

M&A Strategies Are A Key Method Of Efficiently Growing A Business:

One of the most effective strategies utilized in the business world today is the strategy of acquisitions and mergers. Under the right circumstances, this strategy can prove to be ideal to upgrade access to markets at the same time as gaining the benefit of removing excess from the act of consolidation. These strategies fall under the banner of M&A and they are often utilized across international borders in today’s global marketplace.

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Deciding Whether To Have An Asset Sale Or Stock Sale

The decision to structure the sale of a business as an asset or a stock is difficult because the buyer benefits from assets and the seller benefits from stock sales. All business transactions are individual and should be discussed with the respective legal and financial parties involved.

What’s Involved In An Asset Sale? 

An asset sale involves a buyer purchasing individual assets and the liabilities that go along with them while a stock sale is a buyer purchasing a piece of an owner’s corporation. The main concerns when dealing with business transactions are the tax implications and any potential liabilities. 

Is A Stock Sale Possible? 

A stock sale is not possible if a business is a sole proprietorship, partnership, or a limited liability company. Simply because these business structures do not have stock. The owners of these businesses can sell their interests. If the business is incorporated, the buyer and seller have to agree on if they should do an asset sale or stock sale. 

What’s Gained In An Asset Sale? 

With an asset sale, the buyer gets the company assets, such as all equipment, licenses, leaseholds, trade secrets and names, phone numbers, and inventory. No cash is involved, and the long-term debt remains with the seller. This is called a cash-free, debt-free sale. Net working capital is also included, which is simply accounts receivable, payables, prepaid and accrued expenses. 

What’s Gained In A Stock Sale? 

With a stock sale, the stock is purchased directly, and the buyer is the new legal owner. Any unwanted assets and liabilities will be resolved prior to the sale. Stock sales are different from asset sales because the assets don’t have to be listed as individual since each asset is already within the corporation. 

What Is More Common Asset Sales Or Stock Sales? 

According to Pratt’s Stats database, almost half of all business transactions are stock sales. Of course, this generalization varies by company size. The larger the company, the more likely it is to have stock sales. If you need help deciding whether to sell as an asset or stock you can always reach out to our experienced Coachella Valley mergers and acquisitions attorneys.

Are You Set Up to Incorporate Your Business Correctly?

If you plan on growing your business, it’s important to get it incorporated so that it’s officially registered and can have taxes filed properly. To do that, you’ll need to file articles of incorporation, which will give the state the appropriate information on the company. California has their own laws on what you will need to complete the appropriate documents correctly, but generally the following items are what you’ll need.

Your Business Name and Registered Agent

Getting your company incorporated requires having a name usually not already taken, and in some cases, it will have the “Inc.” tacked on the end of it. You also need to explain what your business purpose is, which could be your mission statement, but in some cases the state may want more details. You also need to make sure you have your incorporator’s name listed and the registered agent assisting you with filing. That agent must have a physical address.

Governance And Financial Information

Typically, you will need to have company executives listed on the articles of incorporation, which include members of your board of directors and officers like the CEO and COO. You also need information on how many shares of stock you will be authorizing, what the anticipated market value of those shares will be, and whether you’ll be issuing both common and preferred shares. You don’t necessarily have to disclose the actual sale price of the shares.

Getting the articles of incorporation prepared should be done in the presence of an attorney to ensure you file correctly. If you’re ready to get your company incorporated in California, you should visit our Palm Springs corporate law firm as soon as possible.

Ways to Value Intellectual Property and Intangible Assets

Analysis of IP valuation may not be correct because the analyst may lack experience and understanding of the legal issues in connection with assets. Even when market comparables are provided, comparable contacts should be adjusted to show the differences among various transactions, and the variances in the intellectual property or intangible assets.

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Challenges Companies Face with Mergers and Acquisitions

Progressive corporations have realized that a merger is not only dependent on the combination of the two companies’ assets, but also of the cooperation of their employees and human resources. Given that the demand for capital, heavy regulatory burdens, and shifting models of compensation, a business has financial challenges they face when completing a Merger and Acquisition.

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Getting Legal Help For Raw Land Investment

There is probably no greater overlooked sector of real estate investing than investing in raw, vacant land. If you are investing in raw land, you should be aware of how to do so effectively. You should first be aware that the rules regulating raw land investing are different than the rules regulating a standard property acquisition.

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How Long Does Probate Take?

What is Probate?

The term ‘probate’ means ‘proof.’ The term probate in the legal system is proof that the will is ironclad in a court of law. A separate court, called probate court, examines the will to determine how ironclad it is. Strong wills divide assets based on what the deceased wanted. Wills with loopholes, no wills, or wills that excludes assets will follow the rules based on state probate laws. Continue reading

Common Concerns Regarding Real Estate Litigation

Disputing over real estate related issues with the intention of resolving the matter in court is real estate litigation. Issues surrounding real estate issues range from contract issues to policy quarrels to law violations. All receive resolution through real estate litigation. Compensation ends with a cash/asset settlement or a cash/asset judgment. Continue reading

Why Palm Springs Corporate Lawyers are Important In Today’s Changing Times

The DOJ, the Department of Justice section of financial crimes, the FDIC and other aspects of federal regulation, have made strides in cracking down on money laundering. There are still issues that exist, and enforcement remains a challenge. Here is a brief overview of how this all pans out in the day-to-day life of financial liability and the enforcement placed on compliance officers. Continue reading

The Right Corporate Attorney Essential To Success

Quality Legal Counsel Ensures Corporate Success

Business owners who want their company to experience success need to establish four essential things. Their company must provide a product or service that people need or desire. Second, their product or service must be effectively marketed to their target audience. Continue reading

What Factors Make a Merger or Acquisition Successful Or Not?

Mergers and acquisitions help to provide and reveal extra development and benefit openings. Business visionaries regularly utilize mergers and acquisitions as an exit strategy and it is vital in deciding their definitive achievement and budgetary autonomy. It should be noted that things don’t generally go smooth in the execution of mergers and acquisitions and now and then it is a total disappointment. Continue reading

Key Areas of Land Use Laws in California

California is a word with multiple meanings. To some people, it is the epitome of the west coast. To others, it is Hollywood. To them, it is the city of dreams. Last but not least, California is a huge land mass. It is one of the largest states in America. With that being said, this state has several land laws set forth that prevent the exploitation of its resources. A simple land law is taken seriously in this state and can affect the state’s millions of residents. Therefore, zoning laws have to be concise and straightforward. Continue reading

Steps to Organizing Your Corporation

Whenever you are looking to start up and organize a business, it is important to know about all of the legal procedures that must be followed. These procedures must be followed so that you can keep your corporation valid and in good standing. If any corporation or limited liability company goes out of business, the last thing that any owner will want to do deal with is a considerable amount of business debts. Business owners that are not careful can face considerable consequences such as being sued and otherwise liable for the business debts. Continue reading

What is a Letter of Intent in a Merger and Acquisition?

Mergers and Acquisitions are undertaken by companies to achieve growth and efficiency. The M&A strategies allow higher profits for a business than just organic growth. A study showed companies who use M&A strategies have a shareholder return that is 4.8 percent. Companies not using these strategies have shareholder returns of 3.3 percent. This has caused corporate players to see the disruption as a tool and they are capitalizing on the competitive markets opportunities Continue reading

Do you need mediation for estate planning?

Estate planning involves a transfer of wealth in families between generations. This is often a contentious and complicated process because no one relishes speaking of their own death, and how to disseminate their personal property among loved ones. This leads parents to make these decisions without involving their children or heirs so as not to burden them with such a morose topic, but this causes confusion, disputes and litigation against other family members and even personal attorneys. Continue reading

How to Avoid Pitfalls to Mergers and Acquisitions

Depending on your business and financial plan, one of the best ways to execute a successful exit strategy is having your company absorbed in a merger and acquisition (sometimes referred to as M&A). For many entrepreneurs, the true mark of success is having your company acquired for a substantial profit by a larger firm. Unfortunately, the path to mergers and acquisitions can have a number of pitfalls, and therefore it is important to have expert guidance. Continue reading