Accelerate Your Growth: How to Use M&A and Partnerships Pt. 2 (2nd half)
Channel: The Resourceful CEO
Date: 2021-03-03

THIS IS COPYRIGHTED MATERIAL.

Unfortunately many businesses are closing. If you're in a position to grow, you can use this time to acquire businesses, equipment or locations. If an acquisition seems too aggressive, you can partner with like-minded firms. You can also partner to replace expertise you had to lay off, such as with a marketing or analytical firm.

The SORS Collective - a free Meetup group run by Tiffany and Roxann. Check out SORS or even join at https://www.meetup.com/SORS-Collective-financial-and-legal-education-for-SMBs/

Tiffany C. Wright, The Resourceful CEO (https://theresourcefulceo.com/schedule) — General and Financial Considerations for opportunity and solution identification and exploitation.  (included in part 1)

Roxann Smithers, Esq., https://stulawgroup.com - -Legal Considerations for emergent opportunities.  (covered here in part 2)

LEGAL
Understand the Legal Structure for a Merger, Acquisition or Partnership
Merger—Two separate legal entities take legal action to become one legal entity.  
Generally coming together as equals in terms of financial contribution, financial benefit, and managerial control.  
Often a new name, branding, and structure.  Take the best of each company.
Legal process includes filings with the governing states, IRS, and other government authorities.  
Legal process also includes modifications to contractual obligations of each entity.  
Acquisition—One legal entity purchases another legal entity in total, its assets, or a controlling interest of the shares/ownership of another entity.
Generally, the management, structure, branding, or name of the acquiring entity will control and survive the merger.  
Legal process includes filings with the governing states, IRS, and other government authorities.  
Legal process also includes modifications to contractual obligations of each entity.  
Partnership—Two or more separate legal entities decide to operate in concert in total, for a specific scope, or for a specific timeframe. 
Formal partnership, General Partnership, Limited Partnership, Limited Liability Partnership, Joint Venture
Informal Memorandum of Understanding, Joint-Venture Agreement
ALL STRUCTURES HAVE DIFFERENT TAX IMPLICATIONS
ALL STRUCTURES HAVE DIFFERENT LEGAL LIABILITY IMPLICATIONS

Have A Plan To Address Redundancies

Staffing and Workforce Capacity
Merge and reduce Independent Contractor Agreements 
Employee reductions or reassignments
Vendor and Service Provider Capacity
Termination and/or renewal provisions
Share Service Agreements

Understand and Address Potential Liabilities

Contractual obligations
Buyouts
Renegotiations
Terminations
Assignments/Assumptions
Legal claims (pending, potential, anticipated)
Legal opinion
Indemnity
Legal opinion
Reserve funds
Insurance coverage analysis
Costs to reduce staff, ownership, or vendor contracts.
Severance
Buyouts
Unemployment payments
Reserve funds 

Participant Questions Answered