Mergers and Acquisitions in California

Mergers and Acquisitions in California

What You Need to Know About Mergers and Acquisitions in California By Eric H. Milliken, At Sutter Law Firm, San Francisco’s premier business law firm. There is a lot of legal assistance that is required in any merger and acquisition (M&A) deal especially if the idea is to increase the shareholder value over and above the sum of the two companies separately. This reasoning especially becomes attractive for businesses when times are tough and the future looks uncertain. In any case, getting experienced legal representation during this process can help achieve the main goal of M&A i.e. of increasing shareholder value. This is because M&A require deep legal understanding of the company’s goals and operations as well as of the laws pertaining to combining two businesses in California. Your company needs a legal negotiator who can ensure that not only are all M&A laws being followed but that your rights are being protected as well. This is true whether you are the financially healthy business owner agreeing to merge with another company or whether you are the struggling company hoping to survive by aligning yourself with another company. Having experienced legal counsel will also help keep your investors happy. San Francisco and Silicon Valley investors want to ensure that their best interest will be represented throughout the merger or accusation. Probably the first thing to understand about M&A is that mergers and acquisitions are two terms that are not synonymous but mean slightly different processes. The example just quoted comes under the category of acquisition where a financially healthy company entirely takes over a struggling startup or other company....
Startup Vesting Stock Tax Election “83(b)”

Startup Vesting Stock Tax Election “83(b)”

By Chase Addams, a San Francisco Business Attorney 83(b) Election You’re getting hired by a fledgling San Francisco Start-Up company, and you’ve just signed a Stock Purchase Agreement granting you a vesting equity interest in the Company.  Congratulations and good luck.  But watch out.  Upon the initial grant of this stock to you, the clock starts running on your ability to make an 83(b) election under the Internal Revenue Code of 1986.  You have 30 days from the date of grant.  So what does that mean to you and what should you do? At some point you have to report to the IRS (and get taxed for) the difference between the fair market value of the equity you’ve been given, and the price you paid for it (the “difference”).  This reporting can either happen when you purchase the equity OR when your equity is actually freed of restrictions (ie, the Company’s repurchase right expires) and the shares vest to you.  The difference is taxed as ordinary compensatory income.  To be clear, in instances where equity is granted immediately and there is no vesting schedule, there is no decision to make and 83(b) does not apply.  After vesting, when you’re ready to sell your equity or otherwise dispose of it pursuant to the terms of her Company Stock Purchase Agreement, the transaction will be taxed again as a capital gain. The 83(b) election is a directive to the IRS to assess taxes on the difference at the time of stock purchase.  While the fair market value at the time of stock purchase will oftentimes equal the amount paid, the IRS...
Website Privacy Policy

Website Privacy Policy

Privacy Policy, By Chase Adams a San Francisco Business Law and Corporate Attorney  When it comes time for your San Francisco Startup Company to launch its product or service, it is crucial that there exists a robust Privacy Policy for the Company available on the Company website. Think of your Privacy Policy as a contract with your customers privacy. Do you need an attorney to draft your policy? As a San Francisco Business Attorney who reviews these privacy policy, I would highly recommend having a professional business contracts attorney draft custom policies to protect your company’s ability to use customer information. For most people, the extent of interaction with a Company’s privacy policy is to get annoyed whenever it pops up on the website, then scroll immediately to the bottom and click “I Accept.”  We all do it.  The thing is, the contents of these documents will provide crucial protection to the Company as a multitude of users use the product or service, and filter through the Company website.  Obviously, your Startup can’t negotiate a user agreement with every single user, so the privacy policy must be a one-size-fits-all agreement.  The Privacy Policy are legally binding agreements between the Company and the User.  The Company sets forth the terms under which it will allow the use of its service/product/website, and by clicking “Accept” or by merely using the service/product/website the User agrees to be bound by those terms. The Privacy Policy will typically contain a great deal of detail specific to the Company regarding the methods of gathering, storing and using data from its Users.  The challenge for the...
Website Terms and Conditions

Website Terms and Conditions

Website Terms and Conditions, By Chase Adams, a San Francisco Business Attorney. When it comes time for your San Francisco Startup Company to launch its product or service, it is crucial that there exists a robust Terms of Service and Privacy Policy for the Company available on the Company website. Think of your Terms of Service as your business contract with your customers. Would you ship a CD with your software without a contract? Of course not, however startups companies are notorious for overlooking this critical business contract. Do you need an attorney to draft your terms? As a San Francisco Business Attorney who reviews these Terms and Conditions I would highly recommend having a professional business contracts attorney draft custom Terms to protect your company’s intellectual property. For most people, the extent of interaction with a Company’s Terms of Service is to get annoyed whenever it pops up on the website, then scroll immediately to the bottom and click “I Accept.”  We all do it.  The thing is, the contents of these documents will provide crucial protection to the Company as a multitude of users use the product or service, and filter through the Company website.  Obviously, your Start Up can’t negotiate a user agreement with every single user, so the terms must be a one-size-fits-all agreement.  The Terms of Service and Privacy Policy are legally binding agreements between the Company and the User.  The Company sets forth the terms under which it will allow the use of its service/product/website, and by clicking “Accept” or by merely using the service/product/website the User agrees to be bound by those...