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:

  1. 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”).
  2. 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:

Telephone: 310.726.0888 | 650.955.0888 | 415.955.0888
Email: askalg@adishianlaw.com
Social Media: @adishianlaw | LinkedIn | Facebook | YouTube

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.

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:

Telephone: 310.726.0888 | 650.955.0888 | 415.955.0888
Email: askalg@adishianlaw.com
Social Media: @adishianlaw | LinkedIn | Facebook | YouTube

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“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:

Telephone: 310.726.0888 | 650.955.0888 | 415.955.0888
Email: askalg@adishianlaw.com
Social Media: @adishianlaw |  LinkedIn | Facebook | YouTube

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:

Telephone: 310.726.0888 | 650.955.0888 | 415.955.0888
Email: askalg@adishianlaw.com
Social Media: @adishianlaw |  LinkedIn | Facebook | YouTube

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:

Telephone: 310.726.0888 | 650.955.0888 | 415.955.0888
Email: askalg@adishianlaw.com
Social Media: @adishianlaw |  LinkedIn | Facebook | YouTube

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:

Telephone: 310.726.0888 | 650.955.0888 | 415.955.0888
Email: askalg@adishianlaw.com
Social Media: @adishianlaw |  LinkedIn | Facebook | YouTube

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?

BuffettologyThinking, 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:

Telephone: 310.726.0888 | 650.955.0888 | 415.955.0888
Email: askalg@adishianlaw.com
Social Media: @adishianlaw |  LinkedIn | Facebook | YouTube

We served as Borrower’s counsel on a $6,000,000 Main Street Loan under the Federal Reserve’s Main Street Lending Program.


Area of Law: Business

ALG Represented: Borrower

Transaction Type: Main Street Loan – $6,000,000, Five-year term loan

Year: 2020

Transaction Overview: Main Street Loans v. PPP: The Federal Reserve established the Main Street Lending Program (MSLP) to support lending to small and medium-sized for profit businesses and nonprofit organizations that were in sound financial condition before the onset of the COVID-19 pandemic. The Program terminated on January 8, 2021.

While, the MSLP (aka Main Street Loan) was never as widely known as the PPP (Paycheck Protection Program) it served a critical and different role — shoring up the capital base for previously profitable, financial sound businesses that suffered due to the pandemic. A simple, although not complete, way to compare the two programs is that PPP was designed to avoid massive layoffs by providing eligible enterprises money to pay salaries and retain employees. PPP money was to be received and spent within a relatively brief amount of time. Main Street Loans, on the other hand, were intended to shore up the capital base of eligible firms by making five-year loans to eligible businesses on favorable terms at a critical time when loans were scarce. Main Street Loans were fully collateralized by the business’ assets, personal guaranties from the owners and the owners’ assets.

Documents and Work. On behalf of our client, our firm led the legal work on the transaction from initial documents through Closing. This transaction involved the following documents: Credit Agreement, Term Note, Security Agreement, Pledge Agreement, Owner Guaranties, Deeds of Trust and certain MSLP specific documents along with other ancillary agreements.

Commentary.
A Distributed Transaction and Parties. In today’s legal practice, it is common for us to see parties spread out across several states. Here, the commercial bank lender was in North Carolina, their attorneys were in Minnesota, the Federal Reserve Bank was in Boston and our client is here in California. Over the last few years we are seeing more and more transactions with participants located outside of California who are eager to access the California market either by providing financing or acquiring.

Entrepreneuring is not for the faint of heart. There is a common anecdote that if most entrepreneurs knew at the outset what they would have had to go through to build and sell their business, many of them would have said, “No, thanks!” Creative problem solving, honesty, persistence, flexibility, prudent risk taking, faith and yes luck are just some of what you need to make it….everyday, every week and every year. We also think it helps to have a good law firm along the journey.

Roots in Banking. This financing transaction offered Chris, a former collegiate extern at the San Francisco Federal Reserve Bank and at the Board of Governors of the Federal Reserve, the opportunity to represent the client in a transaction sponsored by the Board of Governors of the Federal Reserve and administered through the Federal Reserve Bank of Boston via designated commercial bank lenders.

Client Update: Since the transaction closed in late 2020, the client’s business has rebounded sharply with the rise in vaccination rates and the return of economic activity. Less than two years into the loan term, the client has repaid half of the principal balance.

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, Contact Us:

Telephone: 310.726.0888 | 650.955.0888 | 415.955.0888
Email: askalg@adishianlaw.com
Social Media: @adishianlaw |  LinkedIn | Facebook | YouTube