Los Angeles Business Purchase & Sale Attorneys
Guiding buyers and sellers through smooth, secure, and strategic business purchase and sale transactions.
Buying or selling a Los Angeles business is one of the highest-stakes transactions an owner will ever undertake, and the deal structure, disclosures, and covenants you negotiate at signing determine your exposure for years afterward. The Darvish Firm guides buyers, sellers, and investors across LA County through the full deal lifecycle — from letters of intent and due diligence to purchase-agreement drafting, escrow, and post-closing disputes — pairing sophisticated deal-making with a cost-conscious, litigation-aware eye. Whether you are acquiring a Beverly Hills restaurant group, selling a Century City services firm, or investing in a Santa Monica startup, we structure the transaction to protect your goals.
Purchase and Sale
Buying or selling a business is a major financial and strategic decision, and in Los Angeles’s competitive market, these transactions require careful planning, thorough due diligence, and strong legal guidance. Whether you are acquiring a new opportunity or transferring ownership of an established company, the right legal support helps protect your interests and ensures a smooth, compliant transaction.
Comprehensive Transaction Support
Business purchase and sale agreements involve a wide range of legal and financial considerations. A well-structured transaction should clearly outline the terms of the deal, identify assets and liabilities, define the rights and obligations of each party, and ensure compliance with California and federal regulations. Legal oversight helps prevent disputes, unexpected liabilities, and operational interruptions.
Key Areas of Assistance
A business transaction attorney can assist with:
1) Drafting and negotiating purchase and sale agreements
Ensuring the contract accurately reflects the deal terms and protects your rights.
2) Entity and asset structure guidance
Advising on whether the transaction should be an asset purchase, stock purchase, or merger.
3) Due diligence review
Verifying financial records, contracts, permits, intellectual property, and potential liabilities.
4) Regulatory and compliance matters
Addressing licensing requirements, employment issues, and California business regulations.
5) Transfer of assets and ownership
Handling assignments of leases, contracts, trademarks, customer data, and other business assets.
6) Closing and post-closing obligations
Ensuring all documents, disclosures, payments, and filings are completed correctly.
Why Legal Guidance Matters
Business transactions often involve complex legal documents and high-stakes commitments. Without proper representation, buyers or sellers may face:
1) Hidden debts or undisclosed liabilities
2) Intellectual property disputes
3) Contract conflicts
4) Tax complications
5) Problems transferring permits or licenses
6) Misunderstandings about non-compete or confidentiality obligations
Los Angeles Business Purchase & Sale Attorneys
Asset vs. Stock/Equity Purchases
The threshold decision in any acquisition is whether to buy the target's assets or its equity (stock or LLC membership interests), and the choice drives tax treatment, liability exposure, and third-party consents. Asset buyers can often cherry-pick assets and leave behind unwanted liabilities, but must retitle each asset and reassign contracts, permits, and leases. Equity buyers acquire the entity whole — including its litigation history and undisclosed obligations — which places a premium on transactional structuring and indemnity protection. We model each structure's tax and successor-liability consequences so buyers and sellers in Los Angeles choose the deal shape that actually serves their objectives.
Letters of Intent & Term Sheets
A well-drafted letter of intent (LOI) or term sheet aligns the parties on price, structure, and timeline before either side spends heavily on diligence and definitive documents. The critical drafting issue is which provisions bind and which do not — exclusivity/no-shop, confidentiality, and expense allocation are typically binding, while price and structure remain non-binding pending the purchase agreement. California courts will enforce an LOI that reflects intent to be bound, so ambiguous language can create unintended obligations. We prepare and negotiate LOIs that lock in deal momentum and exclusivity while preserving your flexibility to walk if diligence surfaces problems.
Purchase Agreement Drafting & Negotiation
The asset or stock purchase agreement is the deal's operative document, and its allocation of risk lives in the details — purchase-price mechanics, working-capital adjustments, closing conditions, covenants, and the representations-and-warranties package. Buyers want robust reps, tight indemnities, and holdbacks; sellers want disclosure schedules, materiality qualifiers, survival limits, and caps. We draft and negotiate both sides of these agreements for Los Angeles clients, coordinating the definitive contract with ancillary documents like bills of sale, assignment-and-assumption agreements, and employment or consulting terms. Clean, litigation-aware contract drafting at signing is the cheapest insurance against a post-closing fight.
Due Diligence
Diligence is where a buyer confirms it is getting what it is paying for — and where a seller's disclosure obligations crystallize. Beyond the financials, thorough review covers corporate records and cap tables, material contracts and change-of-control clauses, real-property leases, licenses and permits, employment and wage-and-hour compliance, intellectual property ownership, pending or threatened litigation, and tax and environmental exposure. Gaps found in diligence become negotiating leverage on price, indemnities, or walk-away rights. We build issue-focused diligence checklists and translate findings into concrete purchase-agreement protections rather than a pile of unread reports, so Los Angeles buyers close with eyes open.
Representations, Warranties & Indemnification
Reps and warranties are the seller's contractual statements about the business — clear title, financial accuracy, no undisclosed liabilities, litigation, or compliance failures — and the indemnification provisions decide who pays when a rep proves false. The negotiation turns on survival periods, baskets and deductibles, caps, materiality scrapes, and whether a portion of the price is escrowed or held back as security. When a post-closing breach surfaces, these provisions frame the dispute, and enforcement can spill into business litigation. We negotiate indemnity packages that fairly allocate the risk of the unknown and give our clients a real remedy — not a paper one — if the deal goes sideways.
Escrow & California Bulk Sale Compliance
Many California business sales run through escrow, and asset sales of certain enterprises (notably those with inventory, such as restaurants and retail) trigger the bulk-sale rules under Commercial Code §6101 et seq. A compliant bulk-sale notice — recorded and published before closing — protects the buyer from the seller's undisclosed creditors, who otherwise may pursue the transferred assets. Missing or defective notice can leave a buyer exposed to those claims. We coordinate with escrow to structure the timeline, prepare and publish the required bulk-sale notice, and confirm lien, tax-clearance, and payoff items are handled so title to the business transfers free of surprises for Los Angeles buyers.
Earn-Outs & Seller Financing
When buyer and seller cannot agree on value, an earn-out ties part of the price to post-closing performance, and seller financing lets the seller carry a portion of the purchase price via a promissory note. Both bridge valuation gaps but create their own risks: earn-outs breed disputes over metrics, accounting methods, and the buyer's post-closing operation of the business, while seller notes require security, default remedies, and often personal guaranties. Precise drafting — defining the earn-out formula, the parties' good-faith operating covenants, and note collateral — prevents these tools from becoming litigation traps. We structure earn-outs and financing that get deals done without seeding a future dispute.
Non-Compete & Non-Solicit Covenants in a Sale
California generally voids employee non-competes under Business & Professions Code §16600, but the sale-of-business context is different: §16601 expressly permits a seller of a business (or its goodwill) to agree not to compete within the geographic area where the business operated, so long as the buyer continues to carry it on. This exception lets buyers protect the goodwill they are paying for, while overbroad covenants risk being pared back. We draft and negotiate sale-of-business non-compete and non-solicit provisions that fit within the §16601 exception — reasonable in scope, geography, and duration — so the restriction actually holds up and the buyer's investment is protected.
Closing & Post-Closing Disputes
Closing coordinates the signing of definitive documents, funding, escrow release, and the transfer of assets, licenses, and consents into a single choreographed event. But even clean closings can spawn disputes: alleged breaches of reps and warranties, working-capital or purchase-price adjustment fights, earn-out disagreements, indemnification claims, and holdback or escrow releases. These matters live at the seam between the deal and the courtroom. Because we draft with litigation in mind, we are positioned to pursue or defend post-closing claims efficiently — whether through negotiated resolution or, when necessary, business litigation — protecting the value our Los Angeles clients bargained for.
Who We Represent
We represent every side of a business sale across Los Angeles County and Southern California:
- check_circleBuyers — We guide acquirers through diligence, structuring, and negotiation, securing strong representations, indemnities, and covenants so buyers get the business they think they are paying for — and a real remedy if they don't.
- check_circleSellers — We help owners exit on favorable terms, preparing disclosure schedules, negotiating survival limits, caps, and holdbacks, and structuring escrow so sellers get paid and cap their post-closing exposure.
- check_circleBusiness Owners — For owners weighing a sale, merger, or partial exit, we advise on structure, valuation mechanics, and successor liability, coordinating the transaction with their broader corporate and estate-planning goals.
- check_circleInvestors — We represent investors acquiring equity stakes, negotiating purchase terms, governance rights, and protective covenants, and confirming the target's cap table, contracts, and liabilities before capital goes in.
- check_circleFranchisees — We assist buyers and sellers of franchise units with transfer approvals, franchisor consents, and lease assignments, aligning the purchase agreement with the franchise agreement's requirements.
Serving Los Angeles & Southern California
From our office on Wilshire Boulevard, The Darvish Firm represents clients throughout Los Angeles County — including Beverly Hills, Santa Monica, Century City, Westwood, Culver City, Pasadena, Glendale, Burbank, and Long Beach — and across Orange, Ventura, Riverside, and San Bernardino Counties. We appear in the Stanley Mosk Courthouse and Los Angeles Superior Court locations countywide.
Request a consultation or call (310) 677-3512.
Los Angeles Business Purchase & Sale Attorneys — Frequently Asked Questions
Asset purchase or stock purchase — which is better?
Buyers often prefer asset purchases (choosing what liabilities come along); sellers often prefer entity sales (cleaner exit, tax treatment). Structure drives taxes, liability, and third-party consents, so it should be decided early with counsel.
What does due diligence cover in a business sale?
Financial statements, tax history, material contracts, leases, licenses and permits, employees, intellectual property, and pending or threatened claims. Diligence findings routinely reshape price and terms.
What role does escrow play in a business sale?
Escrow holds funds and documents while conditions are satisfied — lien releases, tax clearances, and notices to creditors that protect a buyer from the seller's debts. Getting the escrow instructions right is as important as the purchase agreement itself.
What is the difference between an asset sale and a stock sale?
In an asset sale, the buyer purchases specific assets — equipment, inventory, contracts, goodwill — and generally leaves the seller's liabilities behind, though each asset and contract must be retitled or reassigned. In a stock (or membership-interest) sale, the buyer acquires the entity itself, inheriting its assets and its liabilities, litigation history, and existing contracts, often with fewer consents required. Buyers usually prefer asset deals for liability protection and tax basis; sellers often prefer stock deals for simpler transfer and tax treatment. The right choice depends on tax, liability, and consent considerations — we model both before you commit.
How long does it take to buy or sell a business?
Most Los Angeles business sales take roughly 60 to 120 days from signed letter of intent to closing, though timing varies with deal size and complexity. Simple asset sales with clean books can move faster, while deals requiring third-party consents, franchisor approvals, regulatory licenses, financing contingencies, or bulk-sale notice periods take longer. The main time drivers are due diligence, negotiating the definitive purchase agreement, satisfying closing conditions, and coordinating escrow. Well-organized records and a tightly drafted letter of intent up front tend to shorten the runway considerably.
What is a bulk sale notice in California?
A bulk sale notice is a legally required, publicly recorded and published notice used when a buyer purchases a major part of the inventory and equipment of certain California businesses — commonly restaurants, bars, and retail stores — outside the ordinary course. Governed by Commercial Code §6101 et seq., the notice is filed and published before closing to alert the seller's creditors of the transfer. If the buyer complies, the transferred assets are generally protected from those creditors' claims; skipping or botching the notice can leave the buyer personally exposed. We coordinate compliant notice through escrow.
Are non-competes enforceable when you sell a business?
Yes — this is a key exception to California's general ban on non-competes. While Business & Professions Code §16600 voids most employee non-competes, §16601 expressly allows the seller of a business or its goodwill to agree not to compete within the geographic area where the business was carried on, as long as the buyer continues to operate it. Courts enforce these sale-of-business covenants when they are reasonable in scope, geography, and duration, because the buyer is protecting goodwill it actually paid for. Overbroad restrictions can be trimmed or struck, so careful drafting matters.
Have a question about your situation? Call (310) 677-3512 or request a consultation.