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Sep 11 2019 0

How To Structure A Merger & Acquisition

Mergers are very common in the world of business. In a merger, one or more companies join together to create a new company, also known as a legal entity. Mergers can sometimes be very complicated and have several moving parts. The deal will usually include valuation, legal documents, operational logistics, key deliverables, financing and payments, and regulatory matters. A Los Angeles business attorney will be able to help with your merger and deal with the many different stages of the transaction.

Structuring the M&A Transaction

A merger and/or acquisition is a word that is often be used in regards to one of a few different kinds of transactions. Some merger and acquisition transactions may include:

  • Submitting an offer to sell or to buy 
  • Partial buyout or full buyout
  • Restructuring of the company
  • Arranged stock purchase or buyout
  • Company is going public
  • Company is going private or other associated buyouts
  • Creating a subsidiary or a spin-off 
  • Auction
  • Divestiture
  • Takeover

Each one of these transactions demands legal documentation specific to the action being taken. Your Los Angeles business attorney is here to help you make certain that you have the appropriate documents in place, that your personal interests remain protected, and that you follow the law.

Working with Regulatory Bodies

How To Structure A Merger & Acquisition

Based on the kind of transaction, corporate entity, and purchase price, the merger and acquisition transaction might need regulatory notice and compliance. A business attorney will be invaluable in assisting you with the navigation of the legal system and communication with regulatory agencies like the:

Securities and Exchange Commission (SEC)

The Securities and Exchange Commission is the federal governing body that is tasked with making sure that any activity concerning mergers is not unlawful due to violations of federal securities laws. Security laws assign safeguards and rules to the securities industry to make sure that investors are shielded, certain information is divulged, and the transaction adheres to the letter of the law. Some unlawful offenses include insider trading and deliberately devaluing stocks. It is also essential that you work with your business attorney on being compliant with any relevant blue sky laws, otherwise known as state securities laws.

Federal Trade Commission (FTC)

The Federal Trade Commission supervises corporate transactions to ensure that the transaction is compliant with assorted federal laws. Most of the FTC laws revolve around fair competition and antitrust. Your merger and acquisition transaction might entail reporting to the FTC. This is especially the case if the transaction is a joining of a few different companies already in the marketplace into a single new company.

Tax Implications

Some corporate transactions carry tax implications. You have to obey all of the tax laws, but also want to decrease the taxation of your company whenever you are able to do so. Our experienced business attorneys can advise Los Angeles business owners in the proper way to structure a transaction so that it is as tax-friendly as it possibly can be.

Mergers and acquisitions are an important part of business. These complex transactions often require financial, regulatory, and legal documents. At Leiva Law Firm, our helpful attorneys can answer all of your legal questions about these memoranda as they pertain to California law and can assist you with composing a full and complete offering memorandum for your company’s investors. To schedule a free consultation and case evaluation with a California corporate attorney, please call us at 818-519-4465. Our attorneys speak English and Spanish.

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