When you have multiple stockholders you typically have a stockholders’ agreement in place that all stockholders are required to sign. That will usually have what’s called a drag-along provision which states that if the majority of stockholders either approve a sale transaction, everyone else is required to go along with it. If you have a […]

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In order to finalize and close the deal, there are a number of issues to consider including drafting a Letter of Intent, determining deal structure, and papering the acquisition agreement. Learn how to navigate through the legal technicalities of mergers and acquisitions in our upcoming webinar Contemporary Legal Issues in M&A led by M&A attorney John McDonald. John is […]

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Remember that just because a deal is announced, it doesn’t mean it will go through. A record number of M&A transactions announced in 2015 have been cancelled bringing the total deal value down from $4.374 trillion to $78 billion. Unfortunately cancelled deals mean a lot of time, resources and effort were wasted putting together these […]

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Minority investments are a creative way to think about transactions, one that is often overlooked. When we create a transaction with a company, there is a spectrum of possible involvements—everything from an informal strategic alliance to a 100% acquisition. A minority investment is somewhere in between these extremes. Typically consisting of a quarter to a third […]

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I’m pleased to announce that Capstone will offer a brand new webinar this month on “Tax Considerations for Mergers & Acquisitions“ presented by guest host Alexander Lee, a partner at Paul Hastings who heads the firm’s transactional tax practice in the Los Angeles. I have worked with Alexander for many years and can tell you he […]

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In last week’s webinar “Contemporary Legal Issues in M&A” I received the following question about choosing the correct deal structure. Q: “What if you don’t know what kind of deal structure you want?” There are three main deal structures: stock purchase, asset purchase and merger. Each has their own advantages and disadvantages. Typically sellers prefer […]

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Join me for a webinar this Wednesday, November 28, on one of the most challenging, yet exciting parts of any deal: the journey from LOI to Close. In this webinar you will learn how to: 1. Explain the structure of an LOI and how to make it beneficial to your situation 2. Describe how to mange the […]

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“There are a lot of companies that are flushed with cash, they want to do deals and targets that feel that they are 20 percent below their historic highs so they are not as interested in doing a deal,” he explained. “So that’s the right territory for a lot of unsolicited bids.” I agree with […]

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More and more I am seeing creative deal structuring in today’s M&A market.  This comes as little surprise.  The credit markets remain quiet; companies are not growing their way out of financial stress and smaller firms often finding themselves squeezed by larger companies who offer more products and better terms. So what is a small […]

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