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Starting The Transaction
Our involvement in preparing the Letter of Intent allows us to assist a client in developing, at the initial stages of
the transaction, the most tax-effective and economic structure. Our early participation for clients selling a business will ensure a smoother due diligence process and eliminate surprises that may result in purchase price reductions late in the transaction when the seller is most vulnerable. We also offer access to an extensive network of accounting firms, investment bankers and other professionals for those transactions when such expertise will add value and assist in a successful closing.
Structuring The Transaction
We have represented both buyers and sellers in numerous stock and asset acquisitions and understand the benefits and drawbacks of each form of transaction to each party. We are therefore able to counsel our clients accordingly to select the optimal structure - for example, acquisition of the corporate stock versus purchase of the assets from the corporation.
We have also represented clients in numerous tax-deferred reorganizations and know the particular requirements of
each type. We can identify the traps for the unwary that can cause the reorganization to be taxable rather than tax-deferred. We are particularly familiar with pass-through entities, such as S corporations, limited liability companies and partnerships, and the tax strategies involved in the sales of these entities.
Financing The Transaction
Rodi Pollock has done numerous leveraged buy-outs and recapitalizations, utilizing seller financing and third-party financing,
including asset lenders, "mezzanine" lenders and equity investors. We have access to a network of financing sources to assist in raising the necessary funds.
Unusual Transactions
Our mergers and acquisitions experience ranges from straight-forward purchases and sales to complex mergers and acquisitions
transactions utilizing sophisticated tax planning and financing techniques. For example, we have represented sellers transferring a number of unusual assets such as dialysis clinics with permits from the California Department of Health, bakeries with permits from the California Department of Health, a number of industries with air quality permits, government contracts, municipal contracts, municipal and county cable franchises and environmentally contaminated real property.
In addition, we have often participated in transactions of a size requiring compliance with the Hart-Scott-Rodino Act. Although our practice is centered in Southern California, we routinely represent clients in the purchase and sale of companies and businesses in other states and countries.
Protecting The Buyer Or Seller From A Failed Transaction
Finally, whether we represent the buyer or the seller, our goal is to ensure that our client receives and retains the full benefit of the transaction. In representing a buyer we must ensure that our client has received a business in the condition represented by the seller or that our client has easy recourse to funds to reimburse the client for damages such as holdbacks and escrows, if the business is not as represented, or earn outs so that our buyer does not pay more than the business is worth. When representing a seller, we negotiate qualifications to representations and warranties, reasonable deductibles before any damages are recoverable and ceilings on the amount of purchase price that
can be recovered.
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