Stubbs Alderton & Markiles, LLP Proudly Presents....

The Role of Branding for M&A and Growth: 7 Principles That Drive Valuation & Revenue

Tuesday, September 17th, 2019
5:30 PM - 8 PM

1316 3rd Street Promenade, Suite 107
Santa Monica, CA 90401

Is your company (or client) looking to sell, acquire, merge, raise capital or grow revenues? The brand story and how it’s told can either be an asset or a liability.

Learn how this oft-overlooked ingredient can drive valuation both pre-deal and post-deal and support revenue growth. Key topics include:



Farida FotouhiFarida Fotouhi
President and Co-Founder
Reality2 Branding and Marketing

This dynamic workshop will be led by Farida Fotouhi, President of Reality2, a pre-eminent branding, and marketing firm with a 30-year track record of successful work for innovative middle-market and tech startup clients in the software, life sciences, and other categories.

Reality2 uses a fast-track “Reality-Based” process to develop the positioning strategy, crafts the brand story to support a clear and simple value proposition, and brings the strategy to life creatively on all platforms including a new website, micro-sites, brochures, sales presentations, trade show booths, and advertising. The results range from exponential revenue increases to substantial exits at significant multiples.

Farida is in demand as a regular speaker on the topic of branding for audiences ranging from YPO and Search Fund CEOs to technology commercialization programs for NIH (National Institute of Health), DOE and USDA Phase II Business Innovation grantees.

We hope to see you there!

*You must register with your name & email to attend this event.

(Los Angeles, CA - June 19, 2017)  Stubbs Alderton & Markiles, LLP announced that its clients, Kravitz and Kravitz Back Office Solutions, have been acquired by Ascensus. Kravitz is a retirement administration firm and Cash Balance specialist focused on bringing its clients the latest in the design, administration, and management of corporate retirement plans.  Kravitz Back Office Solutions delivers private-label actuarial services to third-party administrators across the country to help them grow and succeed with Cash Balance plans.

Stubbs Alderton & Markiles' attorneys representing Kravitz in the transaction included Scott Galer and Kelly Laffey.

For the full press release, click here.

About Stubbs Alderton & Markiles, LLP
Stubbs Alderton & Markiles, LLP is a business law firm with robust corporate, public securities, mergers and acquisitions, entertainment, intellectual property, brand protection and business litigation practice groups focusing on the representation of, among others, venture backed emerging growth companies, middle market public companies, large technology companies, entertainment and digital media companies, investors, venture capital funds, investment bankers and underwriters. The firm’s clients represent the full spectrum of Southern California business with a concentration in the technology, entertainment, videogame, apparel and medical device sectors. Our mission is to provide technically excellent legal services in a consistent, highly-responsive and service-oriented manner with an entrepreneurial and practical business perspective. These principles are the hallmarks of our Firm. Visit 

For more information about our Mergers & Acquisitions practice, contact Scott Galer at 

Now is a great time for entrepreneurs to sell their companies. However, even in good times investment bankers will tell a seller that the company must be positioned for sale to be successful.

What needs to be prepared to position a company for sale?
The seller must have his or her company financials in good order. This usually means reviewed financials at a minimum. Most sophisticated buyers, like a private equity fund for example, will require audited financials as part of their internal investment criteria. They may also perform a quality of earnings report to detect any flaws in your accounting system or non compliance with GAAP.

You must have your corporate records and minute book in order. This includes your organizational documents, director and shareholder actions, stock register and other customary items. These items should be complete, signed and in the minutes book.

Make sure your contracts are signed, in writing (where applicable), and in one place with all amendments. This will help to expedite the buyer’s due diligence review and reflect favorably on your management skills.

You should also have offer letters or employment agreements, assignments of inventions and nondisclosure agreements in place for key employees, particularly if your business is dependent on key technology and personnel. If you have an HR function, you should have employment policies in place.

Determine the impact on employees if information about a possible sale leaks out to the work force. If that is an issue, handle all due diligence off site or online through a secure website (a data room) and limit the buyer’s access to personnel until the latest possible time.

What legal issues might come up in the sale process?
There are obviously many legal issues that will come up, but here are just a few.

If you have been sued or are about to be, you should have your litigation counsel prepared to explain the status of the cases, the likely cost you may incur if you lose (or even if you don’t lose but have big attorneys fees), the effect on the company’s business, etc. This will surely come up in the buyer’s due diligence. There will likely be an escrowed amount from the sale proceeds to handle the cost of the litigation so as to shift some or all of the risk to the seller.

If you are in a regulated business, make sure you are in compliance with applicable rules and that your counsel can confirm this. The buyer likely will require a legal opinion from counsel to address this and other customary legal issues.

If you are in a technology business, be thinking about how you have protected your intellectual property, including trade secrets, and whether there are any infringement issues. This will be heavily negotiated in the purchase agreement.

How can companies stay on top of contractual matters?
Securing landlord or third-party contract approvals to a sale often takes weeks or longer to secure. If this is going to be an issue in your company, plan ahead and start the process as early as possible — recognizing that the deal may fall apart, so don’t jump the gun too soon.

Check all contracts for change of control provisions to ensure compliance with those provisions.

Start the process early with your lawyer to go over representations and warranties that are likely to be included in a purchase agreement. You will need to be thinking about scheduling exceptions to representations, insurance coverage, environmental matters, undisclosed liabilities, and numerous other matters that will be the subject of representations and covenants in the purchase agreement.

Start thinking about the letter of intent. Will it be binding or nonbinding? Will it go into extensive detail so you know upfront whether you will be able to resolve all material business points at the letter of intent stage? Will there be an earn-out? Will there be a financing contingency? Will you have to provide seller financing? How will the deal be structured? Will there be a standstill period?

Who should be involved in the process and what should be communicated to them?
Locate and engage suitable M&A counsel, accountants (if you do not already have one) and an investment banker to assist in the sale. If your golf buddy is your lawyer, chances are he may not be up to the task of doing an M&A deal. You will need a lawyer that specializes in M&A because it is complicated and part of the negotiations revolve around what are ‘market’ terms in the current environment.
There is often tax structuring necessary to secure a tax efficient sale, so engage tax experts early in the process. The M&A law firm you use will likely have this expertise.

Discuss with your investment banker (if you plan to use one) what they believe is the current market valuation for a company such as yours in today’s market so your expectations are met when the company is marketed. There are investment bankers who handle middle market as well as larger, or smaller, deals. M&A counsel can help you select a banker for your deal.

Even though you think you know all the buyers in your market niche, investment bankers have big rolodexes and have contacts with strategic as well as financial and foreign buyers. Although the investment banker will charge a fee, you can often get a significantly higher price using an investment banker. This is not essential but certainly something to consider carefully.


Jonathan R. Hodes is a partner of the Firm, and co-chair of the Mergers and Acquisitions Practice Group.  Jonathan concentrates in the area of domestic and international business structures and operations with an emphasis on corporate law, securities, and general business law, including international cross-border transactions.  He devotes substantial time to buy side and sell side mergers and acquisitions, management buy-outs, leveraged buy-outs, leveraged recaps, mezzanine and senior debt financing transactions, work-outs and secured lending and leasing transactions.

Jonathan’s experience includes a broad range of corporate work including complex public and private, domestic and international mergers and acquisitions with emphasis on middle market companies, purchases and sales of middle market companies, representation of emerging growth companies from inception through various tiers of venture capital financing and IPO’s and corporate finance transactions. He also works on private equity deals with emphasis on add on portfolio acquisitions to existing platforms, and dispositions of portfolio companies.

Jonathan’s practice also includes corporate, partnership and limited liability company formation and ongoing representation; as well as securities offerings including public, private, Rule 144A, and international Regulation S offerings as well as securities compliance matters. He has a broad range of industry experience in many industries, including biologics, money service business, television production and distribution, real estate developers, construction management, technology companies, hotel owners and operators, video game publishers, and the manufacturing sector.

For more information regarding our Mergers & Acquisitions Practice Group, please contact Jonathan Hodes at or (818) 444-4508.

What is the most important element of providing effective representation?

I believe the most important element in effectively representing a client is understanding their business, strategy and goals.  Many times lawyers and other representatives try to solve their client’s problems before they fully understand them.  It is crucial to spend the time early on in any representation talking and listening to a client so one can provide guidance and solutions that really address the client’s issues – whether it is in connection with forming a new business or selling a mature business.

You mentioned forming a new business, what issues typically arise?

There are a multitude of issues, from selecting the correct corporate structure, corporation or limited liability company, to developing equity incentive programs to attract the talent necessary to help and manage the company’s growth, and if intellectual property is involved, how best to protect and exploit such intellectually property.  To provide effective advice on these matters, your attorney has to have a thorough understanding of the company’s planned business, strategy and goals, as well as the technical expertise and experience.

In connection with a M&A transaction, I assume there are numerous issues that have to be considered and addressed?

Yes, absolutely.  And before your attorney can effectively address these issues, they have to understand the motivation behind the transaction and your goals in pursuing the transaction.  Is it a strategic combination or a complete sale of the business?  Are you retiring or is it a step along a growth path?  Is an earn-out or schmuck insurance appropriate, and if so, what is the appropriate structure.  There are more issues than can be covered in this forum, but a key to your attorney properly addressing all of them is understanding your business and goals.  Hiring an experienced M&A attorney is only half the equation.

AttorneysScott Galer is a partner at Stubbs Alderton & Markiles, LLP and co-chairs the firm's Mergers and Acquisitions Practice Group. Scott's practice focuses on counseling private and public middle-market and emerging growth companies in areas of mergers and acquisitions, corporate and securities law and other strategic business arrangements.

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