Business Transactions

The Business Transactions Group of Payne & Fears LLP advises clients in three major areas: (1) creating new business enterprises; (2) legal issues surrounding the operation and growth of a business; and (3) major business transactions such as buying, selling or merging existing businesses. Our attorneys draw on years of experience to provide superior representation of domestic and foreign corporations, investors and entrepreneurs.

We represent companies and their founders in the formative stages. We can help with the choice of a type of business entity, its capital structure, management contracts and incentive plans. Defining the relationships among founders, managers and investors is critical for the future of the business.

For ongoing businesses we often act as outside general corporate counsel. We negotiate, prepare and review contracts, such as technology licensing, sales and supply contracts, distribution and sales representative agreements, leases, nondisclosure agreements, joint venture/strategic alliance agreements, executive compensation arrangements and similar documents. We also assist in the acquisition or leasing of real estate, preparation of employee incentive plans, and raising capital.

We have a special expertise in representing foreign businesses in transactions in the United States, whether it involves the establishment of a local subsidiary or a major acquisition, joint venture, equity investment or licensing transaction. We also counsel foreign businesses in connection with their ongoing contractual relationships with domestic customers, suppliers and distributors.

We have significant experience in the purchase, sale and merger of businesses. We represent both buyers and sellers. We can assist in the early stages, when the structure of the deal is negotiated and a letter of intent or term sheet is prepared. We can help in the negotiation of the purchase, sale or merger agreement, the due diligence investigation, and the closing of the deal. While the issues raised in these transactions are often quite complex, we can provide straightforward, practical advice concerning the structure of deals and methods to minimize the risks and maximize the rewards associated with the transactions.

We represent clients in many different segments of the Southern California economy. From software, manufacturing, real estate, medical devices and other highly specialized technologies to service providers in many fields, we have provided mergers and acquisition representation to clients in many different industries. By understanding the nuances of an industry, we can provide knowledgeable counsel in all the areas that will help determine the success of your negotiations. The following are some representative merger and acquisition transactions:

The merger of a medical products manufacturer into a Norwegian controlled company
The purchase of an air freight forwarder/logistics company
The sale of several computer software companies
The sale of a commercial printing company
Purchases by a major national title company of local title companies and escrow companies
The purchase of a health food manufacturer by a foreign buyer
The sale of an automated real estate valuation company to a Canadian buyer
Serving as local counsel for many financing transactions.

Contact

Richard K. Zepfel
Chair, Business Transactions Group
T: (949) 797-1274
E: rkz@paynefears.com