►  Mergers & Acquisitions Lawyer 

Axis Legal Counsel Provides Experienced, Reliable, and Cost-Effective
Legal Representation of Startups and Businesses in Mergers and Acquisitions

Experienced. Affordable. World Class Talent. 

Axis offers a full range of merger and acquisition representation to private companies in California and from around the globe, of all sizes and complexities, from small, routine business transactions to large multimillion dollar transactions, across a variety of industries and sectors. Axis represents buyers, sellers, investors, stockholders, directors, advisors, and other interested parties, in numerous types of business transactions, including but not limited to mergers and acquisitions, spanning a multitude of industry areas.

We work with clients at every stage -advising clients who are arranging money for new startup ventures, negotiating mergers with potential acquirers or acquisitions, participating in joint ventures, and raging alliances between strategic business partners, vendors, manufacturers, distributors, investors, or others. We advise clients in all areas of corporate, securities, and finance transactions, representing stakeholders, managers, investors, and numerous others.

► Overview of Our Mergers and Acquisitions Practice

Mergers and acquisitions is a term used broadly to refer to a diverse array of business transactions that involve the acquisition or disposition of business assets. These can include the following types of transactions:

We serve clients in all industries across multiple sectors, including but not limited to the following:

Mergers Acquisitions Asset purchases Auctions Buyouts Cash transactions Corporate takeovers Change of control transactions Divestitures Exchange offers

Joint ventures Leveraged buyouts Recapitalizations Reorganizations Restructurings Management buyouts Stock purchase agreements Strategic partnerships Spinoffs Tender offers

 

A properly structured merger and acquisition transaction can a small company gain foothold in marketshare, and help a large company expand strength in a particular industry. We seek to add value in these transactions by providing strategic business advice to clients, helping them determine which issues require special consideration, and providing complete transactions cost-effectively, and reliably, in a straightforward and no-nonsense manner.

The M&A Process

The M&A process typically begins through identification by the acquiror of the need, desire, and/or intent to add assets, reduce assets, or acquire a new or established business. Through planning, a target industry or enterprise is identified to help grow the acquiror’s portfolio or business prospects. A variety of factors come into play, including but not limited to geographic preferences, market share, cultural fit, product and service lines, and other criteria. Acquisition proposals are made of a suitable match is identified. Investment banking firms can help assist with the identification of potential targets and acquisition proposals. When a private company is seeking to divest its interests or assets, and investment bank can be hired to identify potential buyers.

Structuring the Deal

M&A deals are typically structured based on valuation and financial condition of the target entity. For large complex acquisitions, the assistance of investment bankers, CPAs, business valuators, or other financial professionals is often part and parcel of the process, to help provide appropriate valuation, review of accounting statements, tax considerations, cash flow models, and other financial matters, all of which factor into the deal structure. The memorandum or pitch book that is provided to evaluate the potential transaction with the company typically involves a variety of pieces of information, including the company strategic development, overview, company overview, organizational structure, production strategy, distribution channels, and financial details.

Valuation of private companies is mainly based on comparable information. There are a variety of models used, most of which are based on EBITDA, multiplied by factors of the target companies peer group.  In addition, a discount cash flow analysis is also used, to help determine market valuation. The company’s equity value is then determined through a series of calculations.

Due Diligence

The deal structure is within the expectations of both target and acquirer, the due diligence process then begins, and is often the most critical aspect of the entire process due diligence involves a legal review of all the factors that might be pertinent to the transaction. This can include evaluation of the business structure, corporate documents, agreements with insiders, outsiders, vendors, distributors, compliance with regulatory obligations, commercial real estate matters, and review of any other potential issue or problem that might cause problems with the buyer or seller.

Closing

After all of the parties have completed their reviews to their satisfaction, the companies can move toward closing the deal by obtaining all the necessary approvals. Depending on the nature of the transaction, shareholder or director approval is necessary, and in some cases, governmental approval is also a necessity.

Regulatory Framework

Merger and acquisitions are governed by federal law, reviewed by the Department of Justice (DOJ) and the Federal Trade Commission (FTC) before being consummated. The Clayton Act (Section 7) permits these governmental officials to review potential merger transactions, and establish rules on how parties to a transaction must report the structure of the deal to the government; and what their powers are in regulating and evaluating those potential transactions. The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) grants the DOJ and FTC the authority to evaluate the reporting of mergers and acquisitions. One of the hallmarks of these laws is to prohibit any deal or transaction that lessens competition in a significant way or creates a monopoly. Generally, under the HSR act, parties to a merger transaction  cannot acquire voting securities or assets without first filing a pre-merger notification and report, if the transaction meets certain limitations/threshold requirements.

► Who We Represent 

Axis’s clients include a wide variety of different parties involved in business transactions. Our business clients include small private businesses, midsize companies, regional offices, international conglomerates, sellers, buyers, investors, angels, venture capitalists, directors, officers, shareholders, and managers, in California, throughout the United States, and overseas. On the buy side, Axis represents investors and businesses in negotiating acquisitions of small minority stakes to acquisitions of established businesses. On the sell side, Axis also represents businesses, business owners, companies, boards, directors, and shareholders in helping achieve successful exit strategies of divesting shares and assets in their businesses with experience and reliability. We are involved with all types of clients in business acquisitions and mergers, including but not limited to:

 

• Directors and boards of directors
• Buyers
• Sellers
• Domestic and international debtors
• Equity holders
• Financial institutions
• Insurance companies
• Lessors
• Investors
• Purchasers
• Trustees
• Secured and unsecured creditors

 

► Industries Served 

We serve clients in all industries across multiple sectors, including but not limited to the following:

Agribusiness Consumer goods Construction Digital Media Energy Entertainment Environmental Financial services Food and Beverage Government contractors

Green industries Healthcare International Internet Manufacturing New Media Professional Services Social media Real Estate Sports & Entertainment Technology

 

► International Mergers and Acquisitions

Axis regularly represents international clients, and we represented clients from 22+ countries in California matters, including but not limited to foreign investment in California entities and an variety of California business and real estate transactions. We work with immigration attorneys and immigration firms to prepare business transaction documents in compliance with EB-5 and other investment Visas. Axis’s international experience has involved representing clients in the United States, Asia, Australia, Europe, South America, Africa, and Oceania.

 

 

► Our Corporate Practice Areas  

Our Business Law practice spans multiple practice areas, including but not limited to the following:

Business Formations and Governance Axis represents new Corporations, S-Corporations, LLCs, LLPs, LPs, general partnerships, joint ventures, and other business entities with a variety of business formation matters. Businesses typically start and form in a handful of states:  California, Delaware, New York, Texas, Wyoming, Nevada, Arizona, and several others. We assist clients maintain the corporate health of their businesses by adhering to the requirements and formalities necessary to remain in good standing with the appropriate governmental agencies.
	Annual Reports Articles of Incorporation Certificate of Good Standing Certificates of Incorporation By-Laws DBA (Sole Proprietorship) Dissolutions Employer/Employee Federal EIN	Founders’ Agreement Foreign Qualification Franchise Board Information Good Standing Certificates Incorporator’s Statements & Resolutions Licensing (City/County) Meeting Minutes Non-Profit 501(c)(3) Applications	Operating Agreements Resolutions (General) Sales Licenses Statement of Information Stock Certificates Tax Informational Sheet Tax Registrations Zoning Applications

 

Financings and Investments We assist business clients with a wide variety of financing and investment transactions, whether involving equity issuances, debt-based financings, new investments, acquisitions, incentive-based issuances.
	Asset Purchase Agreements Assignments Business Loan Agreements Buy-Sell Agreements Collateral Assignments & Security Agreements Convertible Notes Deal Memos	Debt Financings Equity Incentive Plans Equity Financings Investor Agreements Lock Up Agreements Mezzanine Loans Memos of Understanding Non-Profit Financings Pledge Agreements Promissory Notes Restricted Stock Purchase Agreements	Revolving Notes SAFEs Section 83(b) Elections Stock Issuance Stock Incentive Plans Stock Purchase Agreements Term Sheets

Intellectual Property & Licensing Axis assists clients with a wide variety of intellectual property and licensing matters, ranging across copyright, trademark, trade secret, licensing, confidentiality, and related matters:
	Confidentiality Agreements Copyrights Copyright Assignments Copyright Infringement Content-Licensing Agreements End-User Agreement Endorsement Deals	Intellectual Property Assignment Licensing Contracts Merchandising Non-Disclosure Agreements Privacy Policies Promotional Agreements Records Retention Policies Software Licensing Agreements Sweepstakes & Contests	Trademarks Trademark Disputes Trademark Infringement Trademark Registrations Web Hosting Agreements Website Terms & Conditions

Labor & Employment Axis assists companies with numerous labor law, wage/hour, HR, and employee/employment legal matters, specifically including hiring/firing matters, employee and independent contractor agreements, and compliance with wage ordinances, and local rules.
	Labor Law Compliance Wage & Hour Compliance Consultant Agreements Discipline Policies Employment Agreements Executive Employee Agreements	Employee Disputes Employee Handbooks Employee IP Assignment Employee Stock Options Employee Separate/Release Agreements Employee Wage/Hour Informational Sheet FMLA Leaves HR Policies	Independent Contractor Agreements Non-Competes / Non-Solicit Agreements Restrictive Covenants Risk Management Sales Rep Agreements Terms of Use Policies

Contracts and Transactions Axis assists business clients with a wide variety of business agreements and transactions with business partners.  Businesses commonly engage in the following types of contracts and transactions:
	Advertising agreements Agent Agreements App development Agreemeents Consulting agreements Contractor agreements	Distribution Agreements Marketing Agreements OEM Agreements Manufacturing Agreements Professional Services Agreements Production Agreements	Purchase Order Agreements Supply Agreements U.S. Distribution Agreements Website development Agreements Numerous others

 

Real Estate Axis assists business clients with real estate matters.  For business clients, common real estate transactions include the purchase and sale of real estate, negotiating commercial leases, subleasing, landlord relations, property/casualty claims, and similar matters.
	Commercial leasing NNN Leases Commercial subleases	Landlord relations Landlord-commercial tenant matters Commercial lease litigation	Property/casualty claims Environmental liability Security liability

 

Business Succession Planning Axis can assist your business and its leadership develop and implement business succession plans, to help businesses continue and thrive after changes in leadership.
	Business succession planning Business exit strategies	Business transitions Business exit strategies Mergers & Acquisitions	Family limited partnerships Family LLCs

 

► Our Billing Philosophy and Fees

 We have a wide variety of billing arrangements that are flexible for businesses of all sizes and types. On many  occasions, we provide legal services to business clients on a flat fee, or budgeted basis, by which the overall legal expenses are capped for purposes of the task or project being performed. It is generally a very straightforward  process, and many clients are pleased to learn how affordable it can be to obtain reliable legal advice for their business matter.

We also use traditional legal billing structures, such as hourly services, as well as hybrid billing arrangements for clients whose billing needs are more specific. Our billing practices reflect the philosophy of providing value-added services for clients, in a cost-effective, affordable, and reliable manner. Most businesses generally cannot afford the high legal fees of large law firms, which can feel overwhelming, especially when there are multiple timekeepers assigned to a file all doing what appears to be the same or similar tasks. Our billing philosophy specifically is designed to avoid the types of billing practices that frustrate business clients the most.

► Getting Legal Help

If you need experienced legal counsel in connection with representation with mergers and acquisitions, or matters requiring the assistance of a mergers and acquisitions lawyer or mergers and acquisitions attorney, please contact us for legal assistance today. Call today for free consultation, and in as little as 15 minutes, you could have peace of mind with respect to the handling of  your legal matter. Call us today at (213) 403-0130 or [email protected] .

 

 

► Read our Business FAQs Our FAQs answer the most common issues faced by startups and  businesses. We have an extensive FAQ Library that covers the most common questions we get from businesses, as well as FAQs on recent changes in  law affecting businesses . ►Visit our Entire FAQ Library

► Learn About Our Recent Projects Have we counseled businesses like yours? All the time. We have represented a variety of business clients in numerous industries across multiple disciplines and practice matters. Here are some of the highlights:

 

 

► AS SEEN IN

Our talented legal counsel has been quoted in a number of press outlets, including the following:

►Our Awards and Accolades

Our talented legal counsel has  consistently been recognized for excellence in legal services, and has been rated or ranked by Avvo, SuperLawyers, Euromoney’s Definitive Guide to Leading Litigation Lawyers & Law Firms, Los Angeles Magazine, and others.

• Superlawyers – Rising Stars (2013, 2014, 2015, 2016, 2017, 2018, 2019, 2020) – Top 2.5% of Attorneys in the State
• “Superb” Rated by Avvo.com (2011, 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019, 2020)
• “Top Attorneys – Los Angeles Magazine (2013, 2014, 2015, 2016, 2017, 2018, 2019, 2020)
• Recognized as one of the Global 100 Lawyers in Business Law (2017)
• “Business Law Firm of the Year” – ACQ/Intertrust Magazine (2016)
• “Top Business Law Firm” – Finance Monthly Magazine (2016)
• “Superb” Rated by Avvo.com (2011, 2012, 2013, 2014, 2015, 2016, 2017)
• Lawyers of Distinction (2016)
• “Up and Coming Attorneys” (2010)
• Euromoney’s Definitive Guide to Leading Lawyers and Firms (2009)

 

► Read our Latest Reviews

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*** Testimonials are not a guarantee of any success or outcome, nor any guarantees about your legal matter. Each case is unique.

► Serving Clients Nationwide and in 22+ Countries Internationally 

 

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