Paul Fires, Napa, Apple discussed on M&A Science
Is on what the challenges are going to be there, and also, if they're international in various different countries, and then also, if you have folks like on sponsored visas and things, that's where one scenario may May not allow them to be able to continue that same level of sponsorship, so it's interesting to see how some of these other factors outside of tax implications can affect that. On how to structure the deal, yeah I, the fact on from an HR perspective to that in many cases an asset deal. You actually have to hire the employee on day. One the acquisition, so there's an entire other kind of work strain that has to happen for the buyer around on boarding. These individuals really on day one on the in stock acquisition. That doesn't necessarily have to happen right. The those employees will remain part of that legal entity that. The buyer just acquired and so there's a longer process to move them over to. You know from an integration standpoint. Move them over to the buyers, systems and stuff, but the NAPA the most of the time you you, you end up actually having to fire the the employees that close and hiring them kind of on a simultaneous basis. Yeah, so that's of part of why There's a lot of things factor there on the HR side. Apple, what are representations and warranties and the context of a and why are they important? Definitive agreement, you're really going out on what is going to be bought and transferred from the seller to the buyer and what representations and warranties. are that they per precisely described the state of the business. And circumstances of the transaction to the best of the sellers knowledge, and sometimes you know there are things there are legal items called or legal -nology, which is called. Knowledge Paul Fires where the represent. The seller will try to represent that they only know so much about certain facts or of the business, but That's how negotiating standpoint, but anyway these these facts are arrests are traditionally broken into two categories, really based on important, so there's fundamental reps and our general reps fundamental are more are the most important going to general wrestle, so fundamental wraps can include facts.