California has always been the home of the deal. Industries from the service sector, construction, engineering, to the arts and entertainment business are looking to make strategic alliances. Former competitors may merge their businesses, acquire a former business rival, or divest/sell assets or a particular product or service line. A knowledgeable and experienced legal partner is critical as companies plan a business merger, sale, or divestiture of assets. While such actions are grounded in reasoned strategy for business growth for each party to the transaction, the due diligence and the structure of the transaction must be appropriate to prevent disputes occurring after closing, or risk winding up in court. Recognized as a thorough and detailed oriented corporate law firm, Vethan strives to help dynamic and growing business clients enhance their commercial reach and scope of the business through mergers, sale of the business or business assets, in a seamless transition. Regardless of whether a company goes through a merger, acquisition of a business or asset, or a divestiture of part of its business base, the broad skill set at VLF is an indispensable resource during the due diligence, negotiation, and finalization phases of the transaction.
Mergers & Acquisitions Documents to Gather
Prior to meeting with our attorneys on the merger, business sale, or divestiture, you should have the following category of documents / information available:
- Financials of the target company, whether it is your business or the other side’s. We are looking for balance sheets, detailed profit and loss statements, and a 24-month register. Tax returns and profit distribution over the past 24 months should also be provided, at a minimum.
- Customer list. If the transaction involves a full acquisition of the business, a customer list with historic revenues from that customer is essential. Moreover, any issues concerning complaints the customer has with the target business will be important. It must be a disclosure item for either the buyer or the seller.
- Employee list. If the company to be acquired as a roster of employees, it is critical to identify key employees who helped in the growth and development of the business. It is also necessary to determine if these employees will remain with the company after the acquisition or sale. Finally, discussions must ensue with the control person of the target entity as to whether he or she will assist the purchaser during a transition phase.
- Assets. If the acquisition involves only identifiable assets of the business, the acquirer must obtain a list of assets, estimated fair market value, condition of repair and operation, and the duty cycle of the asset.