Sell-Side Representation

We regularly represent private companies in merger and acquisition transactions, including sales of family-owned businesses, private equity backed companies, and other closely-held private companies to private company acquirers, financial investors, and public company buyers. Our deals have ranged from small and quick transactions to large negotiations worth up to $100 million. Our work spans a wide spectrum of industries, including consumer internet, enterprise software, digital advertising and marketing, specialty food and agriculture, food and beverage, consumer packaged goods, hospitality, health and fitness, medical devices, life sciences, and real estate businesses. We also work as U.S. counsel in cross-border transactions, and have negotiated international deals with buyers and investors from Canada, Australia, the UK, Germany, Denmark, France, Mexico, Japan, China, and many other jurisdictions. Recent engagements include:

• Sale of closely-held gov-tech business to private-equity backed growing consulting and technology business focusing on the public sector.  Our client provides technology tools for counties, states, municipalities and agencies to manage budgeting, housing planning and other functions that involve community input.  The buyer was a private-equity-backed growing company in the gov-tech space.  We completed an F reorganization and helped our client maximize after-tax return.
• Sale of closely-held marketing and design firm to an independent investor.  Our client, a family-owned Southern California business, had grown the company over 20+ years into a profitable firm specializing in the real estate industry. The transaction closed with a modest earnout and short term continuing consulting obligation.

Pre-Diligence, Preparation, and Success

Successful deal outcomes require early strategic planning and preparation, and companies seeking to be acquired often engage our firm well before the sale process starts. We meet early on with business owners and principals to explore exit transaction opportunities and to help our clients anticipate legal issues that need to be addressed at the outset and spot problems that can arise in the deal process, all while working closely with senior management and owners to prepare for buyer diligence. Once the M&A process begins, we assist with letters of intent, drafting purchase agreements, managing the conditions for closing, and obtaining or completing required third-party agreements and documentation. Our clients count on our counsel to negotiate and proceed through working capital adjustments, holdbacks and escrows, earnout provisions and covenants, and all other regulatory requirements and conditions for closing.

Our clients also leverage our extensive connections to find trusted investment bankers, accountants and tax advisors who focus on transactions, insurance underwriters and agents who can advise on deal-related insurance and can help put required policies in place, and other professionals that can provide invaluable assistance with M&A transactions.

Buy-Side Deals

For acquirers, we offer in-depth review of legal issues identified in diligence investigation, assess the impact on deal valuation, and suggest alternative deal structures or transaction document provisions to address those issues.

Employee groups, individual officers, and directors often engaged us to represent them in connection with a transaction, when the company is already represented and is working toward acquisition by a strategic or financial buyer. In many of these deals, separate representation of a management team, senior executive, or group of minority shareholders is essential to ensure that the transaction may proceed. This work often involves helping negotiate and finalize retention or severance packages or rollover equity terms.
Our team has also worked with search funds—a specialized set of buyers looking for just the right acquisition opportunities. We understand the searcher mindset and approach, and we work with searchers through diligence, fundraising, and structuring and closing on the right acquisition opportunity. Recent engagements include:

• Acquisition of venture-backed NorCal-based ag-tech firm by non-US technology firm.  Our client, an Israeli company, already operated a US subsidiary and zeroed in on this venture-backed target to increase its presence in the US and it the target’s technology to its portfolio

Cross-Border Transactions

We have frequently provided counsel to US targets or acquirers in cross-border transactions, including the acquisition of a US technology services business by a Canadian acquirer, the acquisition of a California-based US home furnishings business by the Midwestern-based US division of a European home furnishings company, and the acquisition of a US biotech by an Australian biotech company. We work and collaborate with practitioners in other mid-sized or boutique law firms in other jurisdictions to bring these transactions to closing.