Acquisitions Lawyers for Santa Ana, California
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Edward R.
I have been a California since 2003 when I graduated from the University of San Diego School of Law and have worked in-house and at several major law firms before starting my own practice. I specialize in intellectual property and other business-related issues and have helped many entrepreneurs grow their ideas into profitable businesses.
"An amazing attorney with excellent communication! We hired him for a Trademark application and we were pleased with every aspect of the process. Highly recommend!!"
Max K.
Transactional attorney with experience in drafting, reviewing and negotiating contracts, licenses, leases, general business practices and dispute resolution. Licensed in Nevada, California and New York. I never charge for phone calls - happy to chat. www.linkedin.com/in/maxkelner
"I have been attempting to find an attorney for this project for months. I am extremely thankful I connected with Max and that he delivered."
Myrna L.
I am a licensed attorney in California. I worked as a Contract Manager for the State of California for 14 years, negotiating and developing contracts and grants funded by federal and state government. As a former owner of a real estate/property management company and real estate asset manager for corporations, non profit organizations and government entities, I negotiated sales and managements of industrial, commercial, and residential properties including development of contracts, leases, subleases, options, and sales agreements. As an attorney, I have worked on contracts, labor/employment cases, real estate, landlord/tenant and probate cases. https://myrnalimattorneyatlaw.com
"Myrna provided good advice about my situation and a reasonable resolution was achieved. Thanks for your help!"
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July 13, 2023
Keren G.
Keren E. Gesund has extensive litigation expense. She has successfully defended and prosecuted claims against debt collectors, banks, credit reporting agencies, subcontractors, manufacturers and consumers who have suffered harassment or injury. She handles contentious business and commercial cases for both plaintiffs and defendants in state and federal court.
July 16, 2023
Thomas G.
After graduating law school in 2015, I practiced for a few years in LA, then becoming a contractor for large litigation projects. Now working from home in Kansas, I can offer LA service at Midwest prices.
July 18, 2023
Dilini L.
I am an attorney licensed in California with particular experience in local policy work, workplace justice, and environmental law. I have authored or co-authored over 30 amicus briefs (including one for which I received an Amicus Service Award from the International Municipal Lawyers Association), have extensive experience researching state law across the country and across issue areas, and pride myself in clearly and concisely distilling complex and/or technical legal concepts for lawyers and non-lawyers alike.
July 25, 2023
Albert I.
Construction lawyer practicing in Southern California since 1988. Have extensive experience in construction contracts and forms drafting, negotiating. I also serve as counsel for large material suppliers and have extensive experience in commercial transactions, drafting and negotiation of commercial documents including dealerships, NDAs, etc.
November 1, 2023
Luiza D.
I represent business owners throughout California with their business, IP and employment law matters.
August 10, 2023
Matthew G.
I am a Berkeley Law 2020 graduate. I have experience working in finance and operations, plaintiff and defense litigation, and have been involved in multiple start-ups.
August 10, 2023
Jeanilou M.
Jeanilou G.T. Maschhoff has over 20 years of comprehensive business operations, finance, and development experience in addition to being a licensed attorney in California and Hawaii. She zealously works as a Trusted Advisor, Business/Brand Consultant, and Advocate for small businesses, non-profit organizations, and personal brands. She is dedicated to helping female business owners and professionals in the entertainment, beauty, fashion, and wellness industries make their goals a reality. She uses her diversified expertise to provide a holistic approach to addressing business and legal needs. Acting as a trusted advisor and outsourced general counsel, she assists on an array of business and personal matters. Passionate about social justice and assisting underrepresented populations, Jeanilou started her legal career working in the non-profit sector working towards access to justice and gender equity. She continues to assist non-profit organizations in many capacities and actively looks to partner businesses with charitable causes, creating a synergistic effect that benefits not only the organizations involved but our society as a whole. As an early adopter of the virtual practice of law, Jeanilou has been assisting law firms and solo practitioners adjust to the remote delivery of legal services and helping businesses explore Web 3.0.
September 2, 2023
Jeffrey J.
I have been in business development for 15 years before becoming an attorney. As an attorney, I help companies navigate legal challenges that they face.
August 19, 2023
Richard P.
I’m passionate about IP, AI, privacy and business. Learning to code. Book some time to discuss how I can add value to your project. Hablo Español y português.
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Browse Lawyers NowAcquisitions Legal Questions and Answers
Acquisitions
Business Purchase Agreement
California
Who signs the business purchase agreement?
I am looking to purchase an existing business and am currently in the process of negotiating a business purchase agreement. I am not sure who is responsible for signing the agreement and would like to know who needs to sign in order for the agreement to be legally binding. I am hoping to get some clarification on this matter so that I can move forward with the purchase.
David B.
The short (but not very helpful) answer is: a person that is authorized by the business to bind the business. So, if the business being acquired in a corporation, it would likely be the CEO. During due diligence, the business being acquired should disclose that information and provide a copy of the minutes of a meeting of the Board of Directors showing that such person has been duly authorized. Occasionally, the CEO will sign an agreement stating that she has been duly authorized and is personally liable, and if she isn't she will be personally responsible for the problems tha arise. That being said, each deal is different depending on the facts. First, what type of entity is being acquired? Is it a corporation or LLC or partnership or something else? Second, what was done by the entity to vest authority in the person that will sign the acquisition agreement? Underlying all of this is the need to ensure that the seller is telling the truth. You may want to contact the department of corporation in your state to ensure that the entity has been duly registered, is current on all of its filing and verify that the person signing the agreement is listed on the paperwork.
Acquisitions
Business Purchase Agreement
California
What's an earn-out in a business purchase agreement?
I am looking to purchase a business and the seller has proposed an earn-out as part of the purchase agreement. I am unfamiliar with this type of agreement and need advice on how it works and what I need to consider before agreeing to it. I would like to understand what an earn-out entails and the potential risks and rewards associated with it.
James H.
For informational purposes, NOT legal advice: In some service businesses, where there is not hard property asset value but the company is making money, an agreement called "earnout" allows the seller to continue working as part of the compensation. For example, a consulting company may have ongoing business that is dependent on the seller being involved, due to familiarity and personal loyalty. These agreements differ from seller financing in that the seller's employment is subject to continued business volume, therefore the buyer has some assurance that the seller (and their friends, co-workers, relatives,etc.) do NOT try to divert the existing customer revenue stream to a different business with similar services. Yes, some sellers cleverly attempt to sell their business and then set up a competitor in their kids, spouse or relative name to recapture the revenue and tiptoe over the non-compete seller clause In these situations the buyer may offer a Earnout to protect their interest and insure the revenue keeps coming in while the new owners learn the detalls and customer base. Other situations where "Earnout" may be preferable include business sales where the subject business is a subcontractor or heavily dependent on one or a small few number of clients, which makes the business revenue stream highly subject to rapid change. Buyers should be careful not to pay for a company AND then also do a "earnout" since that would be paying twice.
Acquisitions
Business Purchase Agreement
California
Is a business purchase agreement binding?
I am interested in purchasing a business and I am currently in the process of negotiating a business purchase agreement. I am curious to know if the agreement is binding and what legal implications it may have if I decide to move forward with the purchase. I have read through the agreement and I understand the terms and conditions, however, I would like to know if the agreement is legally binding.
David B.
It seems that you are thinking of signing a letter of intent. A letter of intent ("LOI") is normally used to summarize the key points of a deal upon which the parties have reached an understanding. It is a prelude to a full set of agreements used to purchase a business. After the LOI is signed, the parties negotiate the minutiae of a deal and prepare the final set of agreement. LOIs usually contain a statement that the LOI does not bind either party to move forward with a deal. For the most part this is true. However, case law is replete with cases where the LOI was enforced against an unwilling party despite the disclaimer in the LOI. Generally speaking, courts will enforce an LOI where one party did not act in good faith after the LOI was signed, refused to negotiate or signed the LOI for nefarious purposes. A person contemplating an LOI should not assume that language saying the agreement is not binding will clear them of all responsibility. There is a duty to negotiate in good faith.
Acquisitions
Lock-up Agreement
California
Can you explain the purpose and implications of a lock-up agreement in the context of a business acquisition?
I am currently in the process of selling my small business to a larger corporation. As part of the negotiations, the acquiring company has proposed including a lock-up agreement in the deal. While I have a general understanding that a lock-up agreement restricts the sale of shares for a specified period after the acquisition, I would like a more detailed explanation of its purpose and potential implications. Specifically, I would like to know how long the lock-up period typically lasts, whether there are any exceptions or conditions that may allow me to sell my shares before the lock-up period expires, and what potential risks or advantages I should consider before agreeing to such an arrangement.
Phillip Z.
Entering into a lock-up agreement when selling your business can have significant implications. Depending on the complexity of the transaction, the lock-up period can range from a few months to over a year. A lock-up agreement may limit your ability to negotiate certain aspects of timing and terms. However, it can also help stabilize a potential acquisition and mitigate risk for the buyer. Being unable to sell your interest in the business during the lock-up period can impact liquidity and your ability to manage the tax effects of the eventual sale. Of course, the specific terms within the lock-up agreement will play a crucial role.
Acquisitions
Stock Purchase Agreement
California
Stock purchase agreement and survival period?
I am a small business owner looking to purchase a stock from another business. I am in the process of reviewing the Stock Purchase Agreement and have a question regarding the survival period. I need to understand the meaning of the survival period and how long it lasts, as it is an important factor when making the decision to purchase the stock.
Thaddeus W.
Good question! Though, more information would be needed. This seems like something you would want to submit a formal request for bids on. This is square within my practice area, so I'd love to consider assisting you. ~Thaddeus Wojcik, Wojcik Law Firm, PC
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I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.
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