Market surveys and anecdotal evidence suggests that mergers and acquisitions activity has picked up over the last couple years. A stable economic climate, active private equity investors, and growth in the equity markets has provided a tailwind for these transactions. Given this climate many business owners are considering their options. Whatever form a sale takes…

While it is common knowledge that non-competition agreements are disallowed in California what is less known is under what circumstances they are enforceable. California law provides in part …” every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void. This position…

Companies seem to spend relatively little time and energy selecting their investment bank. This is odd given the stakes involved in a typical transaction such as a major financing, or sale of the company. The right bank can make any transaction easier and more successful. The wrong bank can make it impossible to do a…

There is a tendency to want to negotiate the essential terms in a M&A transaction between principals only. This makes sense from a cost-savings standpoint. This, however, ignores other important issues involved in such transactions. For example, if the CEOs of purchaser and target negotiate a sales price of $100 Million for the target they…

No business owner is excited about spending time and money on following corporate formalities. Maybe they should be. I believe there is a clear benefit in terms of a cost-benefit analysis for most companies. Here are some reasons to pay attention to corporate formalities: 1. Litigation 2. Financing 3. Mergers & acquisitions Litigation While this…

Why should a businessperson care about securities laws? One good reason is that a failure to follow the securities laws of a particular state could cripple a business even resulting in its shutdown. Another good reason is that securities commissioners sometimes name management of a company in their individual capacity as defendants. The following discussion…

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