Christopher Adishian, Author at Adishian Law

n 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.

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:

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:

Adishian Law Group is pleased to announce that Health Care Provider Integrated Pain Management Medical Group, Inc. aka IMP Medical Group has completed its sale to a Private Equity buyer. Terms are confidential.

Health Care Experience and Expertise. Our firm has developed a strong, niche expertise in health care sell-side transactions as well as ongoing outside general counsel work for medical corporations.

Structure is Central to these Transactions. “Structure” is often a critical consideration for the health care acquiror for many reasons: tax, financing, ROI and compliance with the prohibitions against the corporate practice of medicine to name just a few. Entity structure and Financing structure (both in terms of overall capitalization stack and the allocation of consideration) are key aspects of these transaction.

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

Deal Structure and timeline
Unit Purchase Agreement
New Holding Company
Multiple LLC formations (with associated operating agreements)
Stock Repurchase Agreements
MSA Termination Agreement
Sale of non-clinical assets
Personal Goodwill Contribution Agreement
Administrative Services Agreement
Corporate and LLC Resolutions
Stock Power
Restrictive Covenant Agreement
Physical Shareholder Agreements
Independent Contractor Agreements and
many 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 did that. Our clients had the vision, persistence and creative problem solving to build the IPM Medical Group from virtually nothing into perhaps the largest medical group of its kind in Northern California. That is a remarkable effort. Overnight success doesn’t happen overnight. Without the client’s dream, there is no transaction to report.

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 INTEGRATED PAIN MANAGEMENT MEDICAL GROUP, INC.
IPM Medical Group (ipmdoctors.com) is a leader in cutting edge pain management techniques and rehabilitation programs that set the standard in holistic approaches for managing chronic pain. Its doctors are nationally known experts in the field and are deeply involved in clinical research focused on developing the treatment solutions of tomorrow. With seventeen locations in California and services ranging from advanced interventional pain management procedures and psychological support for functional restoration, IPM’s doctors approach each patient with one goal in mind: to help patients return to normal daily activities.

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, contact Chris Adishian:

This blog post is the latest in our running series covering the ongoing battle over Mandatory Arbitration Agreements in Employment.

To recap, On October 10, 2019, California Assembly Bill 51 (“AB 51”) was signed into law, adding Section 432.6 to the California Labor Code. It prohibits California employers from requiring applicants to sign mandatory arbitration agreements as a condition of employment or in exchange for any employment-related benefit. AB 51 also prohibits employers from retaliating against applicants or employees who refuse to sign mandatory arbitration agreements by terminating their employment or taking other retaliatory actions. Under the law, even and an opt out process is still considered a mandatory arbitration agreement. AB 51 does not apply to agreements that have already been signed before January 1, 2020, and only applies to those dated January 1, 2020, or after. Employers who violate the law as drafted could be subject to injunctive relief, lost wages, attorney’s fees, and a violation is considered a misdemeanor under California Labore Code section 433.

AB51’s Ban on Mandatory Arbitration Agreements was immediately challenged in court

In February 2020, Judge Mueller of the Eastern District of California issued a preliminary injunction (as a result of litigation brought by the Chamber of Commerce of the United States and other business groups. The injunction effectively prevented AB51’s ban on mandatory arbitration from taking effect. This is where our last article left off.

Between our last article and this article, California appealed……and there was the Covid-19 pandemic.

On September 15, 2021, a three judge Ninth Circuit panel held in a split decision that AB 51 is not fully preempted by the Federal Arbitration Act. In the panel’s decision in U.S. Chamber of Commerce et al. v. Rob Bonta et al., case number 20-15291, Judge Fletcher joined Judge Lucero’s majority opinion which concluded that the Federal Arbitration Act (“FAA”) doesn’t preclude arbitration agreements, but merely requires that arbitration agreements between workers and their employers be entered into voluntarily and consensually. Additionally, the panel ruled that the civil and criminal penalties associated with AB 51 “stand as an obstacle to the purpose of the FAA” and declared those aspects of AB 51 preempted by the FAA — in other words not enforceable.

What happened next?

On October 20, 2021, the Chamber of Commerce filed a petition for en banc review by the Ninth Circuit. As a result of this petition being granted, the Ninth Circuit panel’s September 15, 2021, decision to vacate the district court’s preliminary injunction is stayed, and therefore AB 51’s ban on mandatory arbitration agreements is still enjoined pending the outcome of future rulings.

On February 14, 2022, the same three judge Ninth Circuit panel announced that the rehearing en banc will be deferred until the U.S. Supreme Court decides relevant issues in Viking River Cruises Inc. v. Moriana. This decision was also split with Judges Lucero and Fletcher making the majority, and Judge Ikuta dissenting.

In Viking, the U.S. Supreme Court will decide whether claims brought under California’s Private Attorneys General Act, which allows workers to sue on behalf of the state of California for labor law violations, can survive federal arbitration requirements. Viking is scheduled for oral arguments on March 30, 2022.

With all this litigation activity at the federal and state level, for the moment, the court’s injunction prohibiting enforcement on AB 51’s ban on mandatory arbitration agreements remains in effect.

Employers with mandatory arbitration provisions in their handbooks should examine their options with the aid of experienced employment counsel.

For additional reading on arbitration agreements, visit Federal Judge Extends Restraining Order Preventing Ban on Employment Arbitration Agreements (AB51) – Adishian Law; California 2020: Employee v. Independent Contractors, Wage and Hour, Arbitration, Discrimination and more – Adishian Law; Arbitration Clauses in Employment Agreements, California Lawyers (adishianlaw.com) and Legal Update: California 2020 – Adishian Law

Up next in our blog: President Joe Biden signed the “Ending of Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (EFASASHA).”

Adishian Law Group is pleased to announce that PI San Francisco has completed its sale to Predictive Index, LLC. Terms are confidential.

ABOUT PI SAN FRANCISCO
Owned and operated by our client, “PI San Francisco” was a leading Predictive Index Certified Partner helping leaders and managers of public and private companies throughout California optimize their recruiting and management.

ABOUT PREDICTIVE INDEX
The Predictive Index was founded more than six decades ago, and in all that time, our mission has not changed. Our passion, inherited from our founder, is to understand people and teams—specifically what drives behaviors at work. Our quest, like yours, is to discover how to impact that behavior, ignite enthusiasm, and align business strategy with talent strategy. Since 1955 we have honed the wisdom, guidance, and tools that help inspire employees be their most productive and engaged.

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:

EL SEGUNDO, CA (November 1, 2021)— Adishian Law Group is pleased to announce that Adishian Law Group, P.C. and Adishian Capital were profiled in the current issue of Southbay Magazine.

Chris Adishian, Founder Adishian Law Group, PC Adishian Capital — Chris Adishian, Founder
Adishian Law Group, PC
Adishian Capital

As the magazine states, “Adishian Law Group advises clients in two main areas: businesses and business owners with revenues of $10 to $200 million, and clients who are active in commercial real estate. Owner Chris Adishian is rated “AV-Preeminent” by his peers, which designates attorneys who are ranked at the highest level of professional excellence for their legal expertise, communication skills and ethical standards. Adishian Capital provides property management and select brokerage services.”

How did the pandemic impact your business?

“2020 was a time of forced change and reflection. Our clients who navigated the pandemic most successfully marshaled the necessary resources—legal, financial, operational—to meet the challenges in front of them and also used the shutdowns to reflect upon their mission, goals and operations to be even better going forward.”

Tell us about some recent client success stories.

“This year we closed our largest mergers and acquisitions transaction to date: a health care deal at a near $180 million enterprise value. It was complex, with private equity and two national law firms. For another client, we served as borrower’s counsel on a $6 million term loan under the Federal Reserve’s Main Street Lending Program. We also recently represented a serial entrepreneur in the sale of his ownership interest to his partner.”

What is the most valuable skill you offer clients?

“My core skill set is along the lines of an ‘expert generalist.’ When we look at a challenge or opportunity, we start with legal expertise. To that we bring multidisciplinary experience in math, finance, strategy, governance and negotiation.”

What can our readers learn from your most successful clients?

“They are committed to improving their decision-making process in business and life. They understand that the two great equalizers are time and decisions. Over time, the compounded results from a good decision process (and avoiding the compounded result of a bad decision process) dwarf any legal fees. Quite often, the best decision is deciding to not do something.”

Three recent reads?

“Buffettology; Thinking, Fast and Slow; and Range.”

What are your favorite podcasts?

“I enjoy listening to The Knowledge Project by Shane Parrish, WTF by Marc Maron and ESPN’s 30 for 30.

Download a .PDF of the original article.

To arrange a call with Adishian Law Group or for more information about this article appearing in Southbay Magazine 2021, please Contact Us.

BrandJump Announces Buyout of Co-Founders Jeff Skippon and Misty Skippon

LOS ANGELES — April 9, 2021 — BrandJump a leading ecommerce sales and marketing firm in the home furnishings industry, announced today that it has acquired Partner and Co-Founders Jeff and Misty Skippon’s interest in BrandJump, LLC.

Founded in 2014, the Los Angeles-based company has built a reputation for enhancing the online presence for their portfolio of brands across more than 50+ retail channels such as Wayfair, YDesign Group, Home Depot, and Amazon. Exclusively specializing in home furnishings and décor, BrandJump works with manufacturers in multiple categories, including furniture, decorative lighting, textiles, outdoor living and accessories.

Over the last 7 years, BrandJump has grown to a team of nearly 40 and prides itself on its talented team with deep industry experience coupled with its increasingly best-in-class technology.

“I’m extremely grateful for our partnership and what we’ve built together over the last 7 years. Jeff’s presence and guidance will be missed, though I’m excited about the next chapter for our company,” said Walter.

“Conceptualizing, creating, pioneering and being a part of building BrandJump into the unique business model that it is today has been one of the most rewarding business experiences of my life. I’m so very thankful for the privilege of coming to know the many wonderful people along the way,” said Skippon.

ABOUT BRANDJUMP
BrandJump is a Los Angeles-based ecommerce sales and marketing company, focused on bringing customized online strategies to manufacturers in the home furnishings space. BrandJump’s unique model delivers merchandising, content, and marketing expertise to optimize their clients’ online presence and drive revenue through internet retail channels. Founded in 2014, BrandJump’s team brings a rare blend of seasoned home furnishings experience with deep ecommerce knowledge to its client base. For more information visit www.brandjump.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 M&A Press Releases.

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

During the covid-19 pandemic, our firm faced all the same challenges as our clients, while we worked to assist them in navigating the changes and challenges brought on by the pandemic. We’re proud that we were able to continue delivering a high level of service to our clients throughout 2020.

Firm Updates

During the past year, we also made significant changes at our firm.

We Now Have Client Portals and Are 100% Cloud

“Re-Platfoming” happened here too. In the fall of 2020, we migrated to a new practice management software platform after many years. The new program is entirely cloud based, with user-friendly client features such as full Client Portals and integrated electronic document signing.

Towards the end of last year, we migrated entirely off our own servers to a 100% Microsoft cloud environment. While these migrations are always a project, it went fairly smoothly without interruption for our firm or clients. It provides a highly-secure and flexible environment for us and our clients going forward.

We Launched A Refreshed AdishianLaw.com

We are excited to announce that in late 2020, after nearly six months of work, the new www.AdishianLaw.com website went live! Our goals were to (1) modernize the navigation and flow to make it easier to find content and (2) update the look and feel. We invite you to browse around, let us know how we did and connect with us if you have any suggestions.

Practice Update

Our practice is now heavily focused on advising clients and leading transactions in the areas of business, real estate and employment. Over the past year, our firm has been very active in sell-side M&A assignments and financing transactions. We expect the M&A activity to continue at a high rate as baby boomers retire or look to exit over the next decade, private equity funds sit on record amounts of cash and interest rates on cash remain close to zero. Keep an eye out for highlighted transactions in upcoming newsletters.

If you happen to have a legal matter outside our practice areas, we can often assist through our referral network of trusted attorneys.

Observations From The Pandemic

“It is not about avoiding all crises, because you cannot”

There is a quote that I’m fond of that is attributed to a former Nestle CEO: “We have crises and all that. My job is not to manage the crisis. My job is to make sure we have the capabilities of mastering them.”

From its inception, the pandemic created a lot of uncertainty and chaos (and nobody knows what the delta or other variants may bring). Our clients who navigated the pandemic most successfully embraced the truth of the above quote and acted upon it. They focused on marshalling the necessary resources — legal, financial, operational — and rapidly adapting their business processes to weather the storm and be prepared when the pandemic abated.

“The pandemic highlighted enterprise financial fragility”

The pandemic put a renewed emphasis on healthy, liquid balance sheets. From late March 2020 through July 2020 a broad range of businesses were partially or completely shut down, some industry shutdowns lasted much, much longer. The health crises became a financial crisis for many firms across the country, leading to business failures or severely weakened businesses. Companies and organizations with a culture of healthy cash balances, conservative leverage and low cost operations were better able to survive the pandemic.

The time to instill and maintain this culture is before the (next) crisis.

“For investors and entrepreneurs the rate of change appears to be accelerating, and what seemed reliable became risky”

A few examples…. For many years, residential real estate was seen as one of the safest, most reliable ways to build wealth. During the pandemic, vacancies spiked and many tenants couldn’t or didn’t pay rent. Prior to the pandemic, commercial real estate was one of the best performing asset classes. During the pandemic, it was very painful to be a shopping center or commercial real estate owner. Separate from the pandemic, minor league baseball was always viewed as a safe haven for nearly a century due to its alignment with Major League Baseball. In 2020, MLB dropped forty teams from affiliation. Some of these changes appear relatively short term while some appear permanent.

Entrepreneuring has always been risky and the old saying, “the only constant is change” is even more true today. The right team of advisors can help you de-risk your operations, prepare for the next change and take advantage of it when it comes.

We hope that you have been able to stay healthy and safe during the pandemic and continue to do so during the reopening.

We look forward to brighter days ahead which we are confident will bring their own challenges. We’ll be here for you.