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California Mergers & Acquisitions San Diego
California Mergers & Acquisitions San Diego Summary
When considering transactions based in California Mergers & Acquisitions, San Diego Corporate Law provides legal counsel in the choice of transaction which, after balancing all the factors, is most beneficial to its client. Factors considered include, without limitation, tax consequences, the ability to transfer contracts and assets, the accrued, contingent, and possible liabilities and how these liabilities might be excluded or reduced, and the legal, accounting, and filing costs of completing the transaction. Each transaction is examined and analyzed against the client specific needs and requirements.
For more information about the California Mergers & Acquisitions San Diego Corporate Law can help complete for you, please contact us for a consultation with an experienced M&A attorney.
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Although not inclusive of all transactions for California Mergers & Acquisitions San Diego Corporate Law handles for its clients, the following table provides a summary of some of the factors to be considered for mergers, asset sales, and stock sales:
| Factor | Merger | Asset Sale | Stock Sale |
|---|---|---|---|
| Corporate Approval and Dissenters’ Rights | Directors and Shareholders of Acquiring Company and Target Company | Director and Shareholders of Seller (and Buyer for Reorganizations) | Directors of Buyer (and Shareholders of Buyer for Reorganizations) |
| Tax-Free Reorganization with No Basis Step-Up | Most Tolerant of Payment Other than Acquiring Company Stock | Payment Other than Acquiring Company Stock Limited or Unavailable | Only Payment with Acquiring Company Stock Permitted |
| Taxable Transaction with Basis Step-Up | Merger Treated as Assets Transfer; Reverse Merger Treated as Stock Transfer | Seller Subject to Taxation | Buyer Generally Accepts Tax Liability (Unless Seller Exempt Based Upon Occasional Sale) |
| Liabilities and Obligations Transferred from Seller to Buyer | Yes | No (with some limited exceptions or unless expressly assumed) | Yes |
| Assignment of Contracts, Leases, and Other Rights | Yes (by statute) | No | No |
| Minority Interests | No (but Dissenters’ Rights) | No (Unless Reorganization, then Dissenters’ Rights) | No (Shareholders Not Selling Remain Shareholders) |
| California Sales Tax | No | Yes on Tangible Personal Property (Unless Subject to Occasional Sale or Other Exemptions) | No |
| Securities Considerations | Yes | Generally No | Yes |
The factors in listed are not the only factors that are considered for California Mergers & Acquisitions San Diego Corporate Law undertakes for its clients. All factors must be examined and analyzed, and any and all recommendations by San Diego Corporate Law are subject to negotiation with the other parties to the transaction.