Dual Representation & Legal Opinion for M&A Transaction
Nationality: U.S. Citizen
Applying for: Legal Opinion Letter
Case Type: Merger
Time: Less than three weeks
Challenges:
- Examining a wealth of financial material and documents in a timely manner.
- Gaining the trust of multiple parties across two independent businesses.
- Providing extensive services at a low cost.
BACKGROUND
Ms. Wind, the founder of G Ventures, had been considering a merger with B Inc., for nearly a year but was fearful of the risks and the legal expenses. Pulling off a merger between two independent companies can be a tremendous challenge. Many stakeholders are unfamiliar with each other and legal costs can run between $50,000 and $100,000. There also has to be a great deal of trust. The legal professionals at Tsang and Associates pride themselves on being trained mediators in the field of dual representation. The firm has a long history of being able to bring many partners together to come to a mutually beneficial agreement all while providing a service at 10-20% of the normal cost. Ms. Wind retained the services of Tsang and Associates to provide a legal opinion concerning the business entity B Inc.
KEYS TO SUCCESS
A proper legal opinion needs to derive from a thorough review of financial documents, record searches, and authentication. In this case, Tsang and Associates examined a breadth of materials and performed searches on: Articles of Incorporation, bylaws and minutes, stock certificates, member certificates, Resolutions and Consents of Board of Directors, corporate tax returns, purchase orders and invoices, bank statements, payroll summaries, balance sheets, profit and loss (P&L) statements, and the company website. Tsang and Associates also received a sworn statement from Cassandra Wu, the CEO of B Inc., who is the most informed representative of the company and had the most true and accurate information.
Following a thorough examination of the documents (originals or copies, certified or otherwise) Tsang and Associates provide a legal opinion letter to all parties stating:
a) B Inc. is a duly incorporated and validly existing company in good standing under the laws of the State of Delaware and qualified to do business as a foreign corporation in the State of California.
b) The company is a multi-state company with a primary office in San Francisco, CA.
Although Tsang and Associates had no prior relationship with either company, the firm was able to bring both parties together to expedite the process and reduce costs. For example, both parties agreed to avoid paying an in-house CPA or a third party accountant to examine the documents that would have delayed the process by three months and more than tripled the cost. Both parties had to take on some additional risk to cut through the red tape and remove barriers. But in the end, Tsang and Associates made them feel comfortable moving forward based upon mutual goals, trust, and the fair terms of the merger.
OUTCOME
Feeling confident after the legal opinion provided by Tsang and Associates, Ms. Wind moved forward with the proposed merger, and it came off without a hitch. The new entity is thriving, and our firm was able to provide its services for less than $10,000 – a small fee for a grand, new enterprise.