Adishian Law

“Adishian Law Group served as legal counsel to our company for many years, handling a wide variety of legal matters. When it was time to select legal representation to advise us on the sale of the majority stake in our company, Chris was the perfect choice due to his extensive experience in handling successful company sales and acquisitions for many other business owners and entrepreneurs. From day one, we felt that we were in the best hands possible with Chris representing our side in all aspects of the sale.

We want to express our sincere thanks to Chris for leading us through a successful transaction. We appreciated his support, expertise, tough negotiating skills and the persistence he brought to the table throughout the extensive and lengthy process. We highly recommend Chris Adishian and his firm to anyone that is looking to sell their company in the future.

Thank you for your guidance and advice during the sale of our company that we built over twenty-five years from a small start-up to a nationally respected leader in the group travel industry.”

— Founders and former majority owners of Premier World Discovery

Transaction Overview. Adishian Law Group served as exclusive sell-side legal counsel to the owners of Premier World Tours, LLC dba Premier World Discovery in the sale of a majority interest to an affiliate of Long Horizon Partners. The private equity buyers were represented by a well-known national firm.

Documents and Services: On behalf of our clients, our firm led the legal work on the transaction from post LOI through Closing. Our services included general transaction management, counseling the company on due diligence as well as negotiating, reviewing and drafting the following:

Due Diligence Requests and Responses
Asset Purchase Agreement
Transition Services Agreement
Assignment and Bill of Sale
Trademark Assignment Agreement
Domain Name Assignment Agreement
LLC Agreement for Purchasing Entity
Seller Subordination Agreement
Subscription Agreement
Employment Agreement
Closing Certificates
Escrow Agreement

A Word About Our Client’s Entrepreneurial Journey. We feel it is important spotlight the vision and drive required to build an organization from just an idea to the point where it is attractive to a sophisticated buyer. Twenty-five years ago, Premier World Discovery was a start-up group tour operator in Redondo Beach, California with no employees and initially offering select tours in the United States and Canada. From these humble beginnings in the early years, it has grown into a leading nationwide group tour operator in the travel industry offering tour destinations spanning the globe. The founders were true entrepreneurs. They credit vision, hard work and a willingness to take chances as a few of the reasons for the company’s success along with an incredible team of tenured employees and a dedicated staff who made the three owners’ life work so significant, meaningful and rewarding.

That is a remarkable effort. Without the client’s dream, there is no transaction to report. Overnight success doesn’t happen overnight….here it took about 25 years.

Legacy. With many sales of privately held businesses, “legacy” is often a leading consideration for the selling Owner. This is especially true where, as here, the owners literally poured their lives into the business. In these cases, a business often represents the Seller’s career. Therefore, Sellers want to sell to a Buyer who (a) shares their same business values and (b) will continue to conduct the business to the same standards they have established. In the public sphere it has been noted that many top performing privately held businesses feel comfortable selling to Berkshire Hathaway because they feel confident that the business will be well run long after the Seller is no longer involved.

Choice of Legal Counsel. Every time a client has a choice to retain legal counsel for an M&A transaction it is often a competitive situation. When a client places their faith in us to assist them with accomplishing their major goals it means a lot to us. We’re grateful for their trust and confidence, and for the privilege to contribute our skills to their success

ABOUT PREMIER WORLD DISCOVERY
Premier World Discovery now offers more than 80 first class guided tours around the world covering five different continents. Guided group tours throughout the United States & Canada, Europe, Cuba & Central America, Africa, Australia, New Zealand and Asia. The company also charters European river cruise ships giving their travelers the opportunity to cruise along and experience all of the major rivers in Europe such as the Rhine, Danube, Seine, Rhone & Saone, Douro and more. The company is proud to now have more than 60 full-time dedicated employees including an inside support and service team located in the Redondo Beach headquarters and a nationwide sales team or more than 20 full time sales managers and BDMs.The company also has a San Diego office location that several employees work out of for its AFC Vacations brand, a tour company that the Premier World Discovery acquired in 2018. The Company has served more than 150,000 travelers around the world to “bucket list” destinations. These are once-in-a-lifetime adventures that travelers worked throughout their lifetimes to be able to afford, experience and enjoy.

To learn more about Premier World Discovery and its current tour offerings visit premierworlddiscovery.com and www.afcvacations.com.

ABOUT ADISHIAN LAW GROUP, P.C.

Adishian Law Group is a California law firm with a statewide M&A practice led by Chris Adishian. To see other transactions, please view our Case Studies and review other Press Releases.

For more information about this transaction, or if you need help with your sale or acquisition, please contact Chris Adishian:

Unranked Cal “Almost” [Key word] Beat #8 Miami. We like to look for insights, examples and learning opportunities in other professional arenas, including sports. On October 5, 2024, the #8 ranked Miami Hurricanes traveled to Berkeley to play the unranked California Golden Bears in college football. Miami was a heavy favorite at -10.5.

The “Calgorithm” Seemed to Be Working. Cal surprised everyone by leading 35-18 after three quarters. Great coaching and execution was on display as Cal scored quickly on three big-plays of 57 yards, 66 yards and a 40-yard interception return for a touchdown. In fact, things were looking so good for the Bears that with 12:16 to go in the 4th quarter, Cal had a 99.3% probability of winning (i.e. 0.7% chance of losing) and pulling off a MAJOR upset. At 5:43 to go in the 4th quarter, Cal has a 98.3% probability of winning the game. (Probabilities from ESPN). Unfortunately, long time Cal fans knew victory was FAR from a sure thing.

With a 99.3% chance of winning in the 4th quarter, Cal obviously won right? Well, first, anyone who asks that question does not know their Cal football history. Sometimes when things are going well, we might miss the proverbial “boiling frog.” Here, despite the big lead, there was a serious problem developing for Cal. Yes, Cal had three quick strikes for scores, but Miami started to drive on the Bears defense — fatiguing the defense. Meanwhile Cal’s offense couldn’t seem to find another big play, had trouble staying on the field and ….the game wasn’t over.

Reversion to the Mean is Strong. For the purposes this newsletter, we could theorize that for three quarters Cal was “over” performing — great team, well coached — and over performing against another great team, well-coached that was supposed to be a much better team coming into the game. Over the balance of the 3rd quarter and through the 4th quarter, Miami started to perform as expected and perhaps so did Cal. A picture is worth a thousand words, and this picture shows the final score and probability of victory.

Lessons and Takeaways.

1. When things are going well on the surface — in life, sports and business — it is good to enjoy it. It also pays to look around at what might not be going so well. In business they call it de-risking operations or de-risking cash flows. A good lawyer can help you with that.

2. Analytics and probabilities need to be viewed in context. Yes, Cal had a nearly 100% probability of winning the game late in the 4th quarter, but before the game, they had almost no chance.

3. Keep playing, whether you are ahead or behind. “It ain’t over until it is over.”

4. Sometimes experience knows more than Analytics and AI. Many experienced Cal fans did not believe the probability numbers. What did they know from experience that the probabilities did not? They’d seen Cal suffer crazy, improbable losses many times over the years. This was another one! When evaluating opportunities in business and life, it helps to have experienced counsel on your side.

5. The term “Continuous Improvement” could be viewed an effort to improve the “mean” so when we “regress to the mean” it still lands at a pretty high level. For businesses and real estate operations adding technology systems, improving operating processes and good legal counsel all help raise the mean.

6. It was still the best game in college football that weekend. #GoBears

ABOUT ADISHIAN LAW GROUP, P.C. Adishian Law Group is a California law firm with a statewide M&A practice led by Chris Adishian. To see other transactions, please view our Case Studies and review other Press Releases.

If you need help with your sale or acquisition, please contact us at:

The UK, EU and USA. Since our last newsletter the Bank of England cut its rate to 5.00%, and, per a Reuters poll of economists, a further reduction is expected in November. The ECB cut rates this morning to 3.5%. At the annual Jackson Hole symposium, Fed Chair Powell indicated that the Fed would maintain rates in the target 5.25%-5.50% range. He also stated: “The time has come for policy to adjust. The direction of travel is clear, and the timing and pace of rate cuts will depend on incoming data, the evolving outlook, and the balance of risks.”

We Always Like the Long View and Rates Appear Historically Reasonable. The following chart of the Federal Funds rate from 1980 to present is from the St. Louis Fed.

What Do Current Rates Mean? We believe there is often too much discussion about rates in the short term. The impact of rates on activity may very well be different depending on overall resources and the amount of variable interest rate leverage being used.

For well managed companies, and wealthy groups, high interest rates can be positive. For conservatively run companies and high net worth individuals or families with strong cash positions and low or no leverage, higher interest rates provide money for sitting on cash (i.e. doing nothing). Cash is king….even more so when interest rates are high for prolonged periods. Charlie Munger, deceased Vice Chairman of Berkshire Hathaway was quoted as saying, “It takes character to sit there with all that cash and do nothing.” As of today, Berkshire is sitting on approximately $280 billion in cash, earning interest.

What about high leverage operations or those with variable debt? For high leverage operations or investments with variable interest debt (credit cards, HELOC, variable rate loans, securities loans) — whether a company, a private equity investment, real estate investment or family balance sheet — a change in interest rates can disastrous.

These are not new concepts. However, it seems worth revisiting as market participants often seek optimization without fully appreciating or appropriately addressing the associated risk. There is a wonderful framework and discussion of this topic in Nicholas Taleb’s book “Anti-fragile: Things That Gain From Disorder.”

While attorneys generally like order, it is our view that reality is filled with chaos and disorder at any given moment. When selecting counsel, we suggest that you will want attorneys who appreciate this reality and help prepare you, your company and your investments to survive and even thrive when chaos and disorder inevitably appear.

If you need help with your sale or acquisition, please contact us at:

” “We are pleased to build upon the One Pacific brand that Jim Lisi started in California. We continue to look for high-quality brands to add to our platform. For owners looking to retire, we can be a great option to preserve their legacy and brand.”

– Chris Adishian, CEO of Adishian Capital

Transaction Overview. Adishian Law Group served as exclusive buy side counsel to Adishian Capital.

Documents and Work. Our work included negotiating, overseeing, reviewing or drafting the following: Asset Purchase Agreement, IP Assignment and Assumption Agreement, Bill of Sale, Disclosure Schedules and other ancillary agreements

About One Pacific. Originally launched in the summer of 2011 by real estate broker and former CPA, Jim Lisi, the One Pacific brand has a strong presence in the South Bay real estate market, providing premium services for its brokerage and property management clients. During its formative years, the firm closed more than $150M in annual sales volume for transactions throughout the Greater South Bay area.

About Adishian Capital. Adishian Capital is a property management firm started by attorney and real estate broker, Chris Adishian, focused on the South Bay of Los Angeles. As of June 2024, Adishian Capital manages an estimated $65 million commercial and residential portfolio located in the South Bay of Los Angeles (including El Segundo, Hawthorne, Manhattan Beach, Redondo Beach and Torrance) and San Francisco.

For more information about this transaction, or if you need help with your sale or acquisition, please contact Chris Adishian:

Chris Adishian is now available as a Commercial Mediator

With a true breadth of experience, including a substantial ongoing general counsel transactional practice, over a decade of litigation representing plaintiffs and defendants throughout California and externships with a United States Federal District Court Judge and a California Supreme Court Justice, Chris Adishian brings a unique approach and wisdom to connecting with Parties locked in conflict.

Litigation is expensive, time-consuming, emotionally and physically taxing and high-risk, among other adjectives. Give us a call, we just might be able to help.

How does a commercial mediator work with parties?

A commercial mediator is focused on resolving disputes that arise between parties in the day to day operations of commerce — business disputes. These can range from minor to material to critical depending on the nature and size of the underlying transaction that is the source of the dispute. The goal of commercial mediation is to help the parties work to a negotiated settlement of their dispute that saves time and money that would otherwise be spent in litigation.

What type of commercial disputes will Chris mediate?
As a commercial mediator, Chris is available to mediate a wide variety of business, real estate and employment related disputes, with a focus on high-value, complex matters, including:

Business and Commercial Law

Complex, high-value business transactions
Breakup Fee Disputes
Partner \ Member Disputes
Corporate, LLC, Partnership Dissolutions
Buy-Sell Agreements, Buy Outs
Commercial transactions

Real Estate Law

High value breach of contract (purchase and sale)
Multi-generational partnership disputes
Quiet Title \ Partition Actions
Commercial Leases
HOA
Property Boundaries
Easements

Employment Law

Failure to pay bonus, wages
Wrongful termination
Breach of contract
Retaliation

If you are not sure if we will take your case, ask us.

How do we hire Chris Adishian as a Mediator?

To check Chris’s availability for a mediation, and tentatively reserve a date, please use the following links:

For In Person Mediations: Full Day or Half Day

For Online Mediations: Full Day or Half Day

If you do not see a date available for the date you need, or for other mediation inquiries, please contact us at our office number or via our Contact Us page.

ABOUT ADISHIAN LAW GROUP, P.C.

Adishian Law Group is a California law firm with a statewide M&A practice led by Chris Adishian, recipient of Martindale-Hubble’s “AV-Preeminent” rating. To see past transactions, please view our Case Studies.

For more information about this article, or if you need help with your sale or acquisition, please contact Chris Adishian:

In this installment, as promised in an earlier newsletter, we provide our detailed review of the Corporate Transparency Act (“CTA“). If you own any portion of any business entity doing business in the United States, you may want to save this email for reference.

As we “go to print,” this legislation is the subject of litigation. Lower in this section you will learn about the Alabama Federal Court ruling — handed down just before this past weekend — that could stop or slow the CTA.

What is the Corporate Transparency Act (CTA)?
The CTA is new legislation in effect as of January 1, 2024, that requires small businesses (i.e. “small entities”) to file a Beneficial Ownership Information Report with the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN). This is a new filing requirement for all “small entities” conducting business in the US (whether or not the business is registered/formed in the US or abroad).

We strongly advise every small business to review whether the CTA applies to them, and if it does, file your reports timely. Reporting is mandatory. Non-compliance with the CTA comes with severe potential penalties including fines of up to $10,000 and even jail time.

This is arguably the biggest development in business law this year.

Who Is affected by the CTA?

All “small entities” are affected by the CTA. A “small entity” is defined as basically any entity that is not otherwise listed on a public exchange, subject to some other exemptions (e.g. banks, investment advisors, accounting firms, public companies, inactive entities, tax-exempt entities, etc.). If you have an entity, and it is registered with any state government, you likely have to file. For specific questions about your entity, please contact us.

If my small entity is subject to the CTA, what do I have to report?
The CTA requires that the Reporting Company provide:

The names and IDs of all “Beneficial Owners” of the Company (and, for any new entities created or registered on or after January 1, 2024, all “Company Applicants”).
Information about the Reporting Company itself, including: full legal name, trade names, any registered and unregistered d/b/a, current address, and IRS TIN/EIN.

Where do I have to report?
Effective January 1, 2024, the US Financial Crimes Enforcement Network’s (FinCEN) Beneficial Ownership Information (BOI) Reporting System went live. It is located at Beneficial Ownership Information Reporting | FinCEN.gov and contains a lot of helpful information.

If you are required to report your company’s beneficial ownership information to FinCEN, you will do so electronically through a secure filing system available via FinCEN’s BOI E-Filing website BOI E-FILING (fincen.gov). You can download/upload a PDF or report directly through a website.

It is not particularly difficult to file, however you must have a scan of the passport or other government issued ID for each beneficial owner being reported, which can become burdensome.

When is my reporting deadline?

If your business entity existed prior to January 1, 2024, you have a full year to file your report (prior to January 1, 2025).

For any new entities formed this year (2024), you must file within 90 days.

For any new entities formed after this year (starting January 1, 2025), you must file within 30 days.

I’ve heard about FinCEN IDs. What is a FinCEN ID?
From FinCEN.gov a FinCEN ID is a unique identifying number issued to an individual by FinCEN. There is no requirement to obtain a FinCEN ID in order to complete your CTA mandatory reporting. However, having one can simplify the reporting process and minimize repetitive distribution personal information. This may be particularly helpful with serial entrepreneurs or investors in multiple entities. With a FinCEN ID, an individual beneficial owner or company applicant’s FinCEN ID can be reported instead of required information about that individual on the reporting company’s Beneficial Ownership Information Report (BOIR) submitted to FinCEN.

To register for a FinCEN ID, you will need to create an account with login.gov, and provide some personal information as well as a scan of a government approved identification. This process can be completed by following this link: FinCEN ID | Financial Crimes Enforcement Network (FinCEN).

Kush obtained his FinCEN ID in about 15 minutes to complete and received his FinCEN ID immediately online. My experience was the same.

Our advice is that each individual — whether you own some or all of 1 or 89 or more businesses — obtain a FinCEN ID so that you never have to send a PDF scan of your ID to third parties every time that party needs to include you on a report. You would just provide your FinCEN ID number!

Why did the United States create the CTA?
The United States created the CTA to combat fraud and financial crimes (e.g. money laundering). The US is actually one of very few countries that historically hasn’t tracked beneficial ownership of business entities. This is an attempt to right that wrong and better track the direct and indirect ownership of business entities and who controls them in order to combat financial crimes.

The reporting will work all the way up the ownership chain. This is because the owner of a Company may also include another company. Each company up the chain must be reported until you arrive at the individuals who own 25% or more, or exercise substantial control, no matter how far up the ownership structure they may be.

But Wait…an Alabama Federal Judge Just Declared the CTA Unconstitutional. Late Friday afternoon March 1, 2024, Federal Court Judge Liles C. Burke, sitting in the Northern District of Alabama ruled that the “the Corporate Transparency Act is unconstitutional because it exceeds the Constitution’s limits on Congress’ power.” National Small Business United dba the National Small Business Association, et. al., v. Janet Yellen, in her official capacity as Secretary of the Treasury, et. al. The Court also ordered that “[t]he Defendants, along with any other agency or employee acting on behalf of the United States, are permanently enjoined, from enforcing the Corporate Transparency Act against the Plaintiffs.”

Now, before anyone not looking forward to figuring out the CTA’s complexity says “Roll Tide,” we do expect that this decision will be appealed. There also may be some clarification as to the scope of the injunction as the plain language of the order states “against the Plaintiffs.” Lastly, we expect that any challenges that survive appeal will likely be remedied in future drafts. In short, it is our expectation that this battle will continue and at the end of it, we expect that either the CTA or something very similar will be part of a new norm for corporate reporting. We’ll see what happens over the next few months.

ABOUT ADISHIAN LAW GROUP, P.C.

For more information about this article, or if you need help with your sale or acquisition, please contact Chris Adishian:

Nuts and Bolts: Year End and First Quarter

Each year bring new challenges and new law changes. However, the everyday “nuts and bolts” of running a business remain the same. Here’s a quick checklist of legal issues and opportunities our clients experience in the first quarter. Perhaps you will recognize some of these from your own experience.

1. Employee Comings and Goings. Annually, the end of year through the first quarter of every year is “bonus season” and “job change” season. It just is. During the first quarter, we are often asked to assist our business clients with resolving issues with employee departures such as bonus disputes, severance agreements and protecting trade secrets.

2. Company Handbooks. If you have not already, the new year is the perfect time to update your Company handbook. We believe a good Company handbook is a smart and valuable tool for any business enterprise — for policies, for culture and for minimizing risk of employee related litigation.

3. LLC and Corporation Formations. As one year ends and the next begins, we also see a lot of new entity formation, either with the goal of forming before year end or starting the year off with a new entity. We regularly help existing clients and new entrepreneurs with their entity formations. The LLC remains extremely popular. As noted above, entity formations will be impacted with the arrival of the CTA.

Here are just some of the reasons that businesses or entrepreneurs form entities:

Start a new business — professional services, podcast, e-commerce or any other lawful business
Create a subsidiary through which to conduct a new business
A project has started to grow from a hobby or curiosity into a business
To segregate projects for financings or investments
To raise money
To hold real estate
Of course, there is also the promise of limited liability with an entity

4. General Counsel Services. Our client roster has included well-over 150 entity clients spanning a range of industries. Many of these are thriving, ongoing entities that are leaders in their respective marketplaces. The size of these businesses ranges from a single person start up to entities generating over $100 million in annual revenue, with much higher valuations. We’re grateful for their trust and confidence, and the privilege of being able to be part of their success. If your business is facing a legal challenge or opportunity (e.g. lease, purchase, sale, employee, contract negotiation or something else), or if you are simply ready to add a law firm relationship to your team, we’re happy to meet with you to learn how our experience and expertise may be able to help your company and to see if there is a good fit.

and the last one on our list to start the year….

5. Dispute Resolution and Litigation Management. Conflict is part of life and business. The end of the year does not always mean the end of litigation or threatened litigation. Where litigation or threatened litigation has become a distraction to business operations, our clients retain us to help manage, understand and explain the litigation as it progresses to conclusion. In legal terms, our clients will retain us as their “general counsel” to help oversee the conduct of the litigation by their chosen or assigned litigation counsel of record who is representing them in Court or Arbitration. In non-legal terms, we are retained as a specialized “Project Manager” to oversee the lifecycle of the “litigation project” being handled by the counsel of record. As we have often said, a business owner’s job is not to be mired in litigation, it is to grow the positive cash flow of the business.

ABOUT ADISHIAN LAW GROUP, P.C.

For more information about this article, or if you need help with your sale or acquisition, please contact Chris Adishian:

Selling your business can be a significant milestone for any entrepreneur or business owner. However, when navigating the process of selling your business in California, it is crucial to be aware of the legal considerations involved. This blog article provides a review of some of the key legal aspects to consider when selling your business in California.

1. Confidentiality and Non-Disclosure Agreements (NDAs):

Before sharing confidential information (i.e. trade secrets, proprietary processes, customer lists, etc.) about your business with potential buyers, it is vital to have them sign a well-drafted Non-Disclosure Agreement (NDA). A well-drafted NDA protects your business value by clarifying the handling of confidential information and remedies for breaching the NDA.

2. Valuation and Due Diligence:

Having a supportable rationale for the value of your business is essential for a successful sale. Working with experienced professionals, such as valuation firms, bankers, brokers or appraisers, can help establish a fair market value or a range of fair market value. Additionally, conducting thorough due diligence, including financial audits and legal reviews, is crucial to uncover any potential liabilities or legal issues that could affect valuation and ultimately, the sale.

3. Asset Purchase Agreement or Stock Purchase Agreement

In California, the sale of a business can be structured as an asset purchase or stock purchase. Each option has different legal implications. An asset purchase agreement (APA) involves selling specific assets and liabilities of the business, while a stock purchase agreement (SPA) involves selling the ownership shares of the business entity. Consult with your attorney, CPA and other advisors to evaluate potential tax consequences, liability transfers, and legal obligations associated with each structure.

4. Intellectual Property Rights:

Ensure that your business’s intellectual property (IP) rights, such as trademarks, copyrights, and patents, are protected during the sale process. Conduct a comprehensive IP audit on the front end to identify all protectable (and potentially protectable) IP, and to address any potential infringement issues, pending litigation, or license agreements that could impact valuation and sale.

5. Employees and Contractual Obligations:

Review and address any existing employment agreements, non-compete agreements, vendor contracts, or lease agreements that may affect the sale. Analyzing compliance with state and federal employment laws, including providing appropriate notice to employees, and addressing potential severance, bonuses owed, wage and hour liabilities or retention agreements is crucial.

Conclusion:

Selling your business in California can be a wonderful, rewarding milestone on your entrepreneurial journey and it involves navigating numerous, serious legal considerations. From protecting confidential information with NDAs to structuring the sale agreement and addressing employment obligations, understanding the legal aspects is vital for a successful transaction. Seeking guidance the experienced mergers and acquisitions business attorneys at Adishian Law can increase the probability of maximizing the value of your business while minimizing the risk. By carefully addressing these legal considerations, and many others that may arise, you can proceed with confidence and achieve a successful outcome in selling your business in California.

ABOUT ADISHIAN LAW GROUP, P.C.

Adishian Law Group is a California law firm with a statewide M&A practice led by Chris Adishian. To see past transactions, please view our Case Studies.

For more information about this article, or if you need help with your sale or acquisition, please contact Chris Adishian:

“Chris and his team did a great job making sure were protected on all deal points and all on the same page. He made the process very smooth, expeditious and drama-free! We trusted him as our legal advisor 100%.”
— Jill De Forest, Founder & CEO, De Forest Search Partners

Transaction Overview: Our firm served as exclusive sell-side legal counsel to the owners of De Forest Search Partners in its exit sale to Talento, Inc.

Documents and Work: On behalf of our clients, our firm led the legal work on this sale transaction from post LOI and Due Diligence through Closing. Our work included negotiating, overseeing, reviewing or drafting the following:

Deal Structure and timeline
Stock Purchase Agreement
Consulting Agreement
Transition Services Agreement
Security Agreement and UCC filing
Corporate Resolutions
Stock Power and
other ancillary agreements

A Word About Our Clients.  We feel it is important spotlight the vision and drive required to build an organization to the point where it is ready for exit. Our clients had the vision, persistence and creative problem solving to build De Forest Search. That is a remarkable effort. Overnight success doesn’t happen overnight. Without the client’s dream, there is no transaction to report. Here, founder Jill De Forest says it best:

“I started De Forest Search over 25 years ago with a simple mission — to connect employers with the best possible candidates without the burden of expensive retainers and long hiring cycles. On this premise, we’ve placed thousands of leaders across every conceivable industry. While the hiring landscape is ever-changing, we remain a constant in our client’s search strategy. We’re excited to become part of yours.”

Choice of Legal Counsel.  Every time a client has a choice to retain legal counsel for an M&A transaction it is often a competitive situation. With reports showing that entrepreneurs have up to 95% of their net worth tied up in their business, it is easy to understand why these transactions have such critical importance to wealth planning, retirement and legacy.  When clients place their faith in us to assist them with accomplishing their major goals it means a lot to us. We’re grateful for their trust and confidence, and for the privilege to contribute our skills to their success.

ABOUT DE FOREST & ASSOCIATES, INC.
De Forest Search (www.deforestsearch.com) is focused on working with clients to meet their hiring objectives. Whether working on a C-level search for a global Fortune 200 company or assisting a venture-backed startup in their recruitment strategy, we approach every engagement with attention, urgency and confidentiality. It is this approach along with an impressive track record that establishes us as a preeminent global search firm.

ABOUT TALENTO, INC.
At Talento (www.TalentoHC.com) our team blends the career expertise of in-house HR Executives alongside proven innovative processional services leadership to deliver world-class human capital solutions to organizations in any state of their business life cycle. This expertise spans continents, functions and industries, bringing broad business acumen and depth to delivery unparalleled customer experiences and results.

ABOUT ADISHIAN LAW GROUP, P.C.

Adishian Law Group is a California law firm with a statewide M&A practice led by Chris Adishian. To see other transactions, please view our Case Studies and review other Press Releases.

For more information about this transaction, or if you need help with your sale or acquisition, please contact Chris Adishian:

Healthcare Transaction Overview: In another sale transaction involving a leading California healthcare provider, our firm served as exclusive sell-side legal counsel to the Owner of South Bay Hearing and Balance Center. We also served as counsel to the Buyer at the request of, and with the written consent of, both the Buyer and Seller.

Quotes from the Healthcare practice Seller and Buyer:

“I worked with Chris on some employment matters and lease negotiations prior to beginning the process to sell my company. He was always efficient, reliable and most of all, insightful. When it came time to sell my business I immediately turned to Chris for support and counsel. I appreciate Chris’ flexibility and honesty in representing the issues to us. Thank you, Chris, for all that you have done for us.”
— Former Owner & President, South Bay Hearing and Balance Center, Inc.

“Chris and his team modeled professionalism and expertise throughout the transaction. Ours was a unique situation that Chris handled with the utmost proficiency and personal care. As a result, all of us at South Bay Hearing are able to continue our legacy of providing the best hearing care available in Southern California to all of our many wonderful patients. A big thank you to Chris and his team for their personalized approach that made this possible.”
— New Owner & CEO, South Bay Hearing and Balance Center, Inc.

Legacy. With many sales of privately held businesses, “legacy” is often a leading consideration for the selling Owner. This is especially true with healthcare practices. A business often represents the Seller’s professional life’s work. Therefore, Sellers often want to sell to a Buyer who (a) shares their same values and (b) will continue to conduct the business to the same standards they have established. In the public sphere it has been noted that many top performing privately held businesses feel comfortable selling to Berkshire Hathaway because they feel confident that the business will be well run long after the Seller has passed.

A Record of Award-Winning Healthcare Delivery. Below are just some of the awards earned by South Bay Hearing and Balance over the years:

Best Audiologists of the South Bay in the Daily Breeze Readers’ Poll from 2009 to 2018
Board Certified in Audiology by The American Board of Audiology
Best of the Beach 2022 by the Easy Reader News
Excellence in Audiology
Audigy Certified
Certified Member of the American Speech-Language-Hearing Association
Excellence in Business Award, Palos Verdes Chamber of Commerce

Documents and Work: On behalf of our clients, our firm led the legal work on the transaction from post Letter of Intent (“LOI”)\Due Diligence through to Closing. Our work included negotiating, overseeing, reviewing or drafting the following:

Deal Structure and Timeline
Stock Purchase Agreement
Promissory Notes
Security Agreements and UCC filings
Corporate Resolutions
Stock Power and
Other ancillary agreements

A Word About Clients. We feel it is important to spotlight the vision and drive required to build an organization to the point where it is ready for exit. Our clients do that. South Bay’s founder and CEO had the vision, persistence and creative problem solving to build it into perhaps the largest audiology practice of its kind in Southern California. That is a remarkable long-term effort. Overnight success doesn’t happen overnight. Without the client’s dream and a focus on patient care, there is no transaction to report.

Choice of Legal Counsel Matters. Every time a client has a choice to retain legal counsel for an M&A transaction it is often a competitive situation. With reports showing that entrepreneurs have up to 95% of their net worth tied up in their business, it is easy to understand why these transactions have such importance. When clients place their faith in us to assist them with accomplishing their major goals it means a lot to us. We’re grateful for their trust and confidence, and for the privilege to contribute our skills to their success. Read about our other healthcare transactions by clicking on the following links: Adishian Law Group Serves As Exclusive Sell-Side Counsel to Bay Area Pain Center in Sale to Prospira PainCare and Healthcare M&A: Adishian Law Advises IPM Medical Group in Sale to Private Equity Firm.

ABOUT SOUTH BAY HEARING AND BALANCE CENTER, INC.
At South Bay Hearing (SouthBayHearing.com and MissionAudiology.com) we promise to work closely with you to discover where you are having the most difficulty communicating. Patients of South Bay Hearing enjoy our state-of-the-art treatment technology, extensive experience, and compassionate approach in providing state-of -the-art care. Come experience South Bay Hearing and find out for yourself why we consistently receive 5-star reviews from our patients in and around the South Bay of Los Angeles.

ABOUT ADISHIAN LAW GROUP, P.C.

Adishian Law Group is a California law firm with a statewide M&A practice led by Chris Adishian. To see other transactions, please view our Case Studies and review other M&A Press Releases.

For more information about this transaction, or if you need help with your sale or acquisition, please contact Chris Adishian: