DPA Law APC represents both acquiring and selling companies in business sales, asset sales, mergers and acquisitions. We have represented clients in M & A transactions involving both privately held and publicly traded acquirers in roll-up transactions, straight mergers, tax deferred mergers, reverse triangular mergers, and asset acquisitions. DPA attorneys have managed and completed exit transactions and acquisitions with values ranging from a low end of several hundred thousand to tens of millions of dollars. We have closed transactions in hardware, software services,, retail, wholesale distribution and manufacturing industries involving both domestic and international acquirers. We draw from our attorneys' corporate transactional strengths, and our network of attorneys, accountants and others to effectively assist clients in the process.
DPA Law APC’s Mergers and Acquisition Services
From our San Jose offices, we counsel businesses throughout Silicon Valley and serve U.S. and international companies operating in California, Delaware and Nevada. DPA’s experience in mergers and acquisition transactions includes:
- Guidance in pre-acquisition planning;
- Assistance, where appropriate, in the retention of an investment banker or business broker to assist in finding potential buyers and closing the transaction;
- Assistance with pre-transaction corporate governance, employee, intellectual property, contract and financial records cleanup and disclosure matters;
- Negotiating and drafting risk allocation and structural issues for letters of intent or a term sheet;
- Identifying appropriate deal structures and tax efficiencies for buying clients and selling clients;
- Assisting management with the content and control of business purchase and sale due diligence with consideration for the definitive agreement’s anticipated representations and warranties, disclosure schedules and statement of exceptions;
- Organizing acquisition subsidiaries to insulate acquirer’s parent from certain transaction risks;
- Negotiating and drafting the definitive purchase and sale or, as applicable, merger agreements, disclosure schedules, schedules of exceptions, and related employment agreements;
- Negotiating with lenders and holders of secured liens;
- Facilitating compliance with all internal corporate formalities including stockholder approval of the transaction;
- Representing clients in California Department of Corporations Fairness Hearings; and,
- Providing necessary filings to close transactions, whether securities, corporate or UCC filings and releases.
Navigating Mergers and the Buying and Selling of Businesses with DPA Counsel
DPA Law APC’s experience with mergers and acquisitions indicates that counsel can best enhance a client’s aggregate deal value, tax efficiencies, and the likelihood of a successful purchase and sale transaction when contacted relatively early in the transaction cycle. DPA’s client experience suggests that, when representing the seller, first contact ideally occurs at about the time of, or before, selection of an investment banker retained to solicit a buyer, or promptly after initial contact from an unsolicited potential acquirer. When representing the buyer, early engagement tends to arise with the drafting of the letter of intent or term sheet.
Maintaining Deal Momentum Facilitates A Successful Exit
DPA’s client experience also indicates that maintaining deal momentum tends to be a common dynamic for many successful mergers and purchase and sale transactions. Our attorneys help maintain momentum by anticipating and helping the client avoid otherwise foreseeable transaction delays, particularly when representing the target or selling company.
Specifically, our attorneys’ experience in mergers and acquisitions, securities, and corporate practice help the selling client identify and correct material records deficiencies in areas of corporate governance practices, securities regulatory compliance, contract compliance and intellectual property rights. If left unaddressed until raised by a sophisticated buyer’s due diligence, these deficiencies can stall a a transaction as the acquirer initiates one or more follow-up rounds of due diligence inquiries to assesses the extent of records deficiencies and any attendant legal risk.
While DPA’s general corporate clients tend to be reasonably well prepared for the rigors of contract, corporate, securities, and intellectual property due diligence, many M & A clients first come to DPA later in their corporate life-cycles or well after initial contact from a potential acquirer. This includes clients who may not have had the resources to document consistently matters of securities compliance, corporate governance or, sometimes, their rights in and to intellectual property. DPA’s attorneys have, accordingly, become particularly adept at counseling and helping such companies identify and implement appropriate remedial action quickly to reduce risks of transaction delay.
Reincorporating by Merger or Statutory Conversion
DPA also works with clients to effect internal reorganizations. We have material experience converting limited liability companies to corporations, implementing division drop-downs and corporate spin-offs, and reincorporating a company from one state to another. Typically this involves re-incorporating a California corporation as a Delaware corporation in advance (and as a condition) of a venture capital or third-party corporate investment in client stock or convertible debt.
To learn more about DPA Law APC’s mergers and acquisition services, or obtain a list of representative transactions, please contact Andrew (Drew) Piunti by telephone at (888) 915-5520 ext. 7 or (408) 300-5770 ext. 7, by email to firstname.lastname@example.org, or through our online form.