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July 2016

Gordon & Rees Attorneys Assist Client in Strategic Acquisition

Gordon & Rees attorneys assisted the firm's client, a company operating in the construction and environmental consulting sector, with the strategic acquisition of Target, a competitor with complementary service offerings. Eight attorneys from Gordon & Rees offices throughout California contributed to the effort.

Target was owned by one shareholder. However, four key employees were entitled, as quasi-equity holders, to 55 percent of the purchase price pursuant to a deferred compensation arrangement which allowed them to participate in any change of control transaction as if they were shareholders.

The acquisition was structured as a stock purchase with the quasi-equity holders participating in the purchase price installments and promissory notes alongside the shareholder. The representations and warranties and indemnification provisions reflected the various roles in Target’s business of the quasi-equity holders.

As Target's deferred compensation plan had not been fully documented, the Gordon & Rees team assisted Target’s counsel with completing the documentation. Beyond the acquisition documents, the Gordon & Rees team also prepared employment agreements and non-competition agreements for the shareholder and the quasi-equity holders, releases of claims against Target signed by the shareholder and quasi-equity holders, and post-closing amendments of the Target charter documents.

The firm's client was very pleased with the collaboration of the Gordon & Rees attorneys which included:

  • San Francisco partner Ken Strong, who has represented the client for a long time and helped with regulatory issues;
  • San Francisco partner Mark Davis who ran the deal and worked on all of the documentation in collaboration with the Gordon & Rees team;
  • Orange County senior counsel Peter Ente, who assisted with the deferred compensation documentation and other tax issues as they arose;
  • San Francisco partner Heather Irwin and Oakland attorney of counsel David Ainbender who assisted with analysis of the employment and non-competition issues and preparation of the Employment Agreement and Non-Competition Agreements;
  • San Francisco partner Gordon Endow and Orange County attorney of counsel Lisa Klein who assisted with a number of issues that arose during the transaction;
  • San Francisco senior paralegal Micah Wayte who assisted with analyzing the different sets of representations and warranties; and,
  • Los Angeles senior counsel Ronit Stone who handled the closing, which took place in the firm's Los Angeles Office, and assisted with various post-closing matters.

David L. Ainbender
Gordon I. Endow
Heather A. Irwin
Lisa H. Klein
Ronit M. Stone