Mergers and Acquisitions Archives

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:

EL SEGUNDO, CA (June 20, 2019)—Adishian Law Group Advises Premier World Discovery on Acquisition of AFC Vacations.

Adishian Law Group is pleased to announce that Premier World Discovery has completed the acquisition of AFC Vacations. The Company’s Press Release regarding the acquisition follows:

Redondo Beach, CA – June 20, 2019 – Premier World Discovery announced that it has acquired AFC Vacations, a tour operator offering affordable first class tours, river cruises and ocean cruise-tours. The purchase continues Premier World Discovery’s growth plan and will better serve the needs and service to all guests that travel with both companies.

Matthew Kennel, Co-owner and Co-President of Premier World Discovery noted, “The acquisition of AFC Vacations complements our overall global tour offerings and provides synergies that will produce greater opportunities and customer service for our guests. We have always been impressed with the tour and cruise offerings as well as the level of customer service that AFC Vacations has provided their guests over the past 37 years.”

Stephen Birkett, Founder and Co-President of Premier World Discovery also commented, “Our acquisition of AFC Vacations provides a major growth opportunity for both brands and offers an exciting opportunity to continue to evolve. The acquisition also supports our strategy in the group travel market and at the same time meet the demands and needs of future guests on our tours around the world in an ever changing global travel market.”

“AFC Vacations is very excited to join Premier World Discovery, this is a perfect match. Both companies share similar philosophies and values and we look forward to expanding our tour offerings to our guests and continue to grow the AFC Vacations brand under Premier World Discovery”, said Randy Case, Founder and President of AFC Vacations.

ABOUT PREMIER WORLD DISCOVERY

Premier World Discovery offers Worldwide Guided Travel with 2019 marking the company’s 20th year in business. The company employs a national sales team and has grown to offer more than 80 fully guided tour programs both domestically and internationally to more than 50 countries and 6 continents. Guests can choose from five distinct travel styles – One Hotel – Limited Hotel Stay Tours, Classic Tours, Rail Journeys & Train Tours, Exotic Discovery Tours and Exclusive European River Cruise Charters. To learn more about Premier World Discovery and its current tour offerings visit premierworlddiscovery.com.

ABOUT AFC VACATIONS

Founded in 1982, AFC Tours offered escorted tours both in North America and internationally. AFC Tours was eventually rebranded into AFC Vacations, with the acronym AFC meaning – Affordable First Class Vacations. Randy Case will continue to lead AFC Vacations as the President and the company will continue to be based in San Diego. AFC Vacations will run as a separate division with the same executive team and the same focus – offering unparalleled customer service, memorable vacations and unique lifetime experiences aimed at exceeding guests’ expectations. To learn more about AFC Vacations and its current tour offerings visit 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 M&A Press Releases.

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

For more information about this transaction, contact Chris Adishian: