Corporate Conversations

Sandbagging: It's Not Just for Floods

In this episode, Anna Tang, Nathan Guttman and Kimberly Kamkar tackle one of the most hotly negotiated provisions in M&A: sandbagging – what happens when a buyer closes a deal knowing that a seller’s representation is false, then sues over it. They break down the three competing legal philosophies that courts apply, and take listeners on a state-by-state “legal road trip” through Delaware, California, New York, Texas and Nevada to explore how each jurisdiction handles sandbagging.  Along the way, the conversation unpacks the critical contract drafting strategies that buyers and sellers should deploy, from defining "knowledge" to choosing governing law, and explains why silence on sandbagging is an invitation to expensive litigation. Whether you are a buyer or seller, negotiate deals, litigate post-closing disputes or simply want to understand the provision that can make or break an M&A transaction, this episode is well worth a listen.

ABC Insights - Part 3: A Guide to Corporate Updates & Stock Transfer Applications

In this episode of Corporate Conversations, Marco Costales, Kimberly Kamkar and Asally Adib-Samadian continue their look into the complexities of California alcohol beverage law compliance, focusing on updates and changes after obtaining a liquor license. They discuss the critical steps involved when modifying licensed premises, highlighting the need for ABC notification or approval and the potential requirements for new permits, and  provide detailed definitions and explanations of various business entities, such as corporations, LLCs, partnerships and trusts, along with the roles key individuals play in each structure to help listeners understand who must be "qualified" by the ABC.   This episode distinguishes between corporate updates, involving management changes and ownership changes under 50%, and changes of control, where 50% or more of the voting equity changes hands, requiring a stock transfer application. Special attention is given to the challenges posed by trusts, due to the lack of specific ABC forms and privacy concerns. Emphasizing the importance of timely compliance, our hosts advise proactive planning, comprehensive documentation and early communication with both liquor counsel and the ABC to safeguard licenses and avoid costly repercussions.

Earn-Outs: Bridging the Gap Between Cautious Buyers and Eager Sellers

In this episode, Anna Tang, Kimberly Kamkar and Doug Schwartz delve into the dynamics of sales transactions, especially in the context of the current economic climate. They discuss the challenge of aligning the price expectations of sellers with the more cautious approach of buyers. This episode highlights the economic conditions contributing to the gap, particularly the lingering effects of the active M&A market in 2021 and ongoing uncertainty due to tariffs and high interest rates. And of course, Anna, Doug and Kimberly propose language and other drafting tools to bridge the gap between the parties and manage post-closing disputes.

ABC Insights – Part 2: A Guide to Training, Zoning and More

In this episode, Marco Costales, Kimberly Kamkar and Asally Adib-Samadian discuss ensuring compliance with California Alcohol Beverage Control (ABC) laws for retailers, particularly bars and restaurants. The conversation explores compliance pitfalls and strategies to prevent penalties and avoid the loss of liquor licenses.

Choice of Entity and Inbound Transactions In the U.S. and California

In this episode, Nathan Guttman is joined by Anna Tang and Doug Schwartz who explore the corporate, business and tax issues when forming a new business – whether a corporation, partnership, limited liability company or sole proprietorship. They also discuss the special issues involved for foreign nationals who want to start a business in the United States, and California in particular.