Articles Posted in Mergers & Acquisitions

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AdobeStock_164449269-300x2001. Some corporations undertake extreme Corporate Social Responsibility (“CSR”) initiatives, such as pledging to donate a significant portion of their profits to social causes or implementing radical environmental sustainability measures. While these practices can enhance a business’s  reputation, they are not always without legal and financial risks.

Legal Implications:

  • Fiduciary Duty: Companies must balance their CSR goals with their fiduciary duties to shareholders. Excessive spending on CSR initiatives could lead to legal challenges if shareholders believe it adversely affects their returns.
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AdobeStock_711416963-300x200Acquisitions can significantly enhance a company’s capabilities and market reach, but they also can bring substantial cybersecurity and privacy risks. These risks are particularly pronounced in states like California and Texas, where more stringent data protection requirements and privacy laws apply. Properly addressing these risks is critical to ensuring a smooth transition and maintaining compliance with legal requirements. This article highlights some factors that mitigate post-acquisition cybersecurity and privacy risks, including document retention, records management, legal preservation, and data privacy.

Document Retention

Document retention policies are crucial post-acquisition to mitigate cybersecurity risks and ensure legal compliance. In California, under the stringent provisions of the California Consumer Privacy Act (CCPA) companies must retain personal data only for as long as necessary for disclosed purposes and securely dispose of it thereafter. Similarly, Texas, under its Business and Commerce Code Section 521.052, mandates the protection and proper disposal of sensitive personal information, emphasizing the importance of employing secure document destruction methods. Key strategies include identifying critical data for long-term retention, aligning retention policies with state-specific requirements to avoid penalties, and implementing secure disposal methods to safeguard against unauthorized access to sensitive information.

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AdobeStock_86494120-300x200The phrase “due diligence” is often used in the law and is a critical component when contemplating a business transaction. Due diligence means thoroughly investigating and analyzing the facts and key terms of the deal before engaging in a major business transaction, such as acquiring a company or investing in a start-up. These deals involve decisions that can have a significant financial impact, potentially involving millions or even billions of dollars. Therefore, it is essential to ensure that all parties involved are fully informed and aligned before finalizing any agreements.

The experienced Silicon Valley mergers and acquisitions lawyers at Structure Law Group can assist you in performing due diligence before entering into a transaction, either as a buyer or a seller. We know how to spot the various “red flags” that can doom a proposed deal and provide expert guidance on how to steer clear of or resolve such hazards.

The Key Elements of Due Diligence

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AdobeStock_520992702-300x170For many business owners, there comes a day when it is time to sell their company. When it is your time to sell our business, make sure that you have a Texas M&A attorney by your side to ensure you take all steps necessary to protect your interests and maximize the value of your business.

Your business may be worth more than just the total value of their assets, and this may impact how you sell your business. You will need to decide whether you want your sale to be an asset sale, where you sell the business’s assets but not the entity that owns them, or an ownership sale, where you sell your ownership stake in the entity, which continues to own all of the assets.

Preparing for the Sale of a Business

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AdobeStock_537418940-300x169Texas has been one of the nation’s hottest commercial real estate markets in recent years. Many companies are looking to relocate to the Lone Star State – especially in tech-friendly areas like Austin. This creates many opportunities for both buyers and sellers and the Texas real estate lawyers at Structure Law Group can help you in this process.

Commercial real estate transactions involve a lot of rules, contracts, and other moving parts. It is not something to be entered into lightly.

Know Your Goals–And Your Finances

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AdobeStock_561407813-300x115There are many risks involved with buying a business. While it is not possible to protect oneself from every potential threat, these risks can be successfully mitigated with effective legal strategies. The Los Angeles mergers and acquisitions lawyers at Structure Law Group, LLP work with entrepreneurs across all industries. Our experience allows us to advise our clients on the best strategies for mitigating risk in all types of mergers and acquisitions. With the right protection in place, Los Angeles business owners can set their newly formed businesses up for success on the first day of operations. Learn more about some of the most common disadvantages of purchasing a business.

Debts, Liabilities, and Other Problems

Due diligence is one of the first steps in any acquisition or merger. In this critical process, the buyer conducts thorough investigations of all aspects of the target business to identify debts and liabilities. A cursory examination is not enough to protect your business from the debts and liabilities of an acquired business. Accountants should thoroughly examine the financial statements to verify the figures that have been presented. Debts should be carefully analyzed. Can they be restructured? Are there better tax strategies for existing debt? In addition to financial liabilities, legal liabilities must also be carefully assessed. Our Los Angeles M&A lawyers thoroughly analyze all aspects of business operations to identify all potential liabilities. Administrative fines, civil judgments, and even corporate criminal liability can cause problems for a reconstituted company after a merger or acquisition.

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AdobeStock_559781410-300x200While many entrepreneurs choose to start their own businesses, others prefer to acquire an existing business. Acquiring an existing business can also be a good path for established businesses to expand. Regardless of which scenario you are looking at, the Los Angeles mergers and acquisitions lawyers at SLG can represent you through each stage of the process.

Business acquisition is a fairly complex legal process. It is not something you should enter into lightly or attempt without experienced legal counsel.

Here is just a brief overview of the acquisition process and some key considerations for you as a potential buyer:

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AdobeStock_602180598-300x207While people often associate the individual terms in the phrase “mergers and acquisitions” (M&A) as essentially meaning the same thing, they are actually quite different. An acquisition describes one company taking over another company to establish itself as a new owner, while a merger refers to two companies of similar sizes joining forces to move forward as a single new entity.

M&As are extremely common in today’s business environment, but they are also incredibly complex, and many hopeful deals instead end up in litigation. You can avoid many of the struggles associated with M&As when you work with an experienced M&A attorney in LA.

Why M&A Transactions End Up in Litigation

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AdobeStock_196855233-300x200When any party is in the process of merging or acquiring another company, due diligence is absolutely necessary, and many recent mergers and acquisitions (M&As) cases have demonstrated the importance of conducting thorough due diligence reviews or evaluations. When you are in the process of buying another company, you will want to be sure you seek the help of a Texas business lawyer.

Due diligence activities in any M&A transaction can be very expansive, and the costs of conducting due diligence reviews or evaluations are often justified because performing this work typically means companies can avoid the significant costs associated with not performing due diligence. There are five major issues all due diligence reviews should be sure to focus on.

Target Company Overview

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AdobeStock_363999428-300x200Post-closing disputes in many private mergers and acquisitions (M&As) can quickly turn once beneficial business decisions into sources of complete frustration and possible value destruction. When you are considering a merger or acquisition in Texas, it’s important to have the right legal representation on your side to ensure the process goes as smoothly as possible. At Structure Law Group, LLP, our experienced Austin mergers and acquisitions attorneys have the expertise and knowledge to provide you with the best possible legal advice and guidance to ensure a successful transaction.

Several post-closing disputes result from proper planning and insufficient forethought before people execute acquisition agreements. When you exercise the necessary diligence and retain legal counsel, you will be far less likely to end up in a dispute.

Earnouts

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