Financial Poise

All Articles by Leib Orlanski

Leib Orlanski

About Leib Orlanski

Mr. Orlanski helps companies go public. He also represents companies seeking to find underwriters for an IPO or a follow on public offering or a PIPE financing, structures the terms of the public offering, and represents either the issuer or the underwriter in public stock offerings. He was named a Southern California "Super Lawyer" by Los Angeles Magazine in 2006, 2007 and 2008. Mr. Orlanski represents issuers and underwriters in their public stock offerings. He has been a member of the State Bar Corporation Committee; a Lecturer, California Continuing Education of the Bar; Los Angeles County Bar Association Annual Update on Developments in Securities Law; he has been a member of the Corporation Commissioner's Blue Ribbon Adversary Committee, and a Lecturer and Chairman for the University of California, Los Angeles Extension Courses on “Going Public,” and “Off-Balance-Sheet Financing.” Mr. Orlanski has been a member of the Federal Regulation of Securities -- Business and Corporation Law Subsection of the Los Angeles County Bar Association and is a member of the Executive Committee of the Caltech/MIT Enterprise Forum, and a co-founder of the Acorn Angels, a network of high technology and Internet investors. He was a director of of Camarillo, California, a venture backed Internet software provider for labor management, Simeus Foods International, a Texas based meat processor, and is currently a director of, an on-line chess tournament company. Mr. Orlanski was also a member of the Ernst & Young Entrepreneur of the Year Selection Committee for Los Angeles.

two puzzle pieces poised to connect, representing a de facto merger

When Does an Asset Acquisition Become a De Facto Merger?

Asset acquisitions are presumed to be free and clear of claims against the seller. But liabilities can pass to the buyer, resulting in a de facto merger.

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business closed sign symbolizing the sale of a business through a share sale or an asset sale

Asset Sale vs Share Sale: Which Seller Approach Should You Choose?

An asset sale and a share sale have different implications for buyer and seller regarding taxes, liabilities and more. Learn the pros and cons of each.

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De Facto Merger Doctrine – Exceptions to General Rule

There are certain exceptions to the basic rule that a buyer of assets buys free and clear of claims against the seller.

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Should You Sell Shares or Assets?

There are four “share purchase” methods including the three merger varieties plus the purchase of the shares of the target company from the target company shareholders. Click here for more detail. In contrast there is only one “asset acquisition” method by which the acquiring company purchases the assets of the target company.

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Basic Legal Structures for Selling a Business

Basic Legal Structures for Selling a Business

As a potential seller, you must understand that price, while hugely important, is not the only important term you will need to negotiate with a potential buyer. Another hugely important issue is structure. You should understand that all business sales can be structured in one of five ways.

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