Business Acquisition and Sale Attorneys in California and Nevada
Buying, selling, or merging a business involves high-stakes decisions and intricate legal requirements. At BestBusinessLawyer.com, our business acquisition and sale attorneys offer trusted legal counsel for entrepreneurs, investors, and business owners throughout California and Nevada.
We support clients through every stage of the transaction lifecycle—from due diligence and negotiations to closing and post-sale integration. Our team delivers precise, strategic legal services tailored to your goals and industry. We’ve successfully represented clients in retail, healthcare, technology, real estate, manufacturing, and other complex sectors.
Contact us today to schedule a free consultation with a corporate lawyer for business sales and acquisitions, and make your next business move with confidence.
Purchase & Sale Agreements
Our business purchase agreement lawyers draft and negotiate detailed contracts that reflect your commercial objectives while mitigating legal risk. We structure each agreement to align with California and Nevada corporate and tax codes, while also addressing the regulatory frameworks that govern your specific industry.
We help with:
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Asset purchase agreements
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Stock purchase agreements
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Membership interest purchase agreements
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Letters of intent (LOIs) and term sheets
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Seller financing and earn-out clauses
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Closing conditions and escrow terms
Our attorneys also draft provisions covering:
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Representations and warranties under California Corporations Code § 1101 and Nevada Revised Statutes (NRS) Chapter 78
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Indemnification clauses addressing post-sale obligations and liabilities
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Dispute resolution mechanisms compliant with California Code of Civil Procedure § 1281 (arbitration agreements) and NRS 38.206 (arbitration in Nevada)
Due Diligence
Thorough due diligence is essential to uncover hidden liabilities and ensure compliance before a business sale closes. Our legal team conducts targeted investigations that minimize exposure and provide a clear picture of the entity in question.
We examine:
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Existing contracts and lease obligations
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Corporate governance documents, including articles, bylaws, and meeting minutes
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Intellectual property ownership and licensing
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Employment agreements, benefits, and worker classification under California Labor Code § 2750.3 (AB 5) and NRS 608
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Environmental and zoning compliance, including CEQA (California Environmental Quality Act) and Nevada land use permits
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Federal, state, and local tax compliance, including IRS Form 4506 review
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Active litigation, liens, or regulatory enforcement actions
Our due diligence reports identify red flags early, allowing you to negotiate with clarity and confidence.
Asset or Stock Sales
Choosing between an asset sale and a stock sale impacts liability, taxation, and operational control. Our business attorneys walk you through both options and provide structure-specific legal documentation that complies with state and federal laws.
We assist with:
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Drafting and executing asset purchase or stock transfer agreements
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Coordinating assignment of contracts, intellectual property, and licenses
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Facilitating filings with the California Secretary of State and Nevada Secretary of State under Corporations Code § 1500 and NRS 78.370
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Addressing successor liability, per California Revenue and Taxation Code § 6811 and Nevada tax transfer rules
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Allocation of purchase price and submission of IRS Form 8594 under Section 1060 of the Internal Revenue Code
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Addressing transfer taxes or bulk sale notices under California Commercial Code §§ 6101–6107
We ensure that the transaction’s structure aligns with your financial objectives and reduces future legal exposure.
Business Succession Planning
Our attorneys develop legally sound succession strategies for planned and unplanned exits. Succession planning is especially important in closely held businesses, family-owned operations, and partnerships.
We handle:
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Drafting buy-sell agreements, including cross-purchase and entity-purchase models
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Integrating business succession with estate planning under California Probate Code § 5000 and NRS Chapter 133
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Structuring key employee incentive plans such as phantom equity and deferred compensation
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Planning internal transfers or ESOPs (Employee Stock Ownership Plans)
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Tax planning for high-value business exits, including federal capital gains strategies and California/Nevada-specific tax considerations
Our goal is to preserve the enterprise’s value while giving you a clear roadmap for succession.
Mergers & Acquisitions
Mergers and acquisitions (M&A) involve extensive negotiation, regulatory scrutiny, and strategic alignment. Our firm provides legal support at every stage—planning, due diligence, deal structuring, integration, and compliance.
We assist with:
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Drafting merger agreements, joint venture contracts, and shareholder resolutions
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Navigating change-of-control compliance in regulated industries (e.g., healthcare, finance, cannabis)
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Obtaining shareholder approval under California Corporations Code § 1200 and NRS 92A.120
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Filing documentation with federal and state agencies, including the SEC, FTC (for Hart-Scott-Rodino compliance), and California Department of Financial Protection and Innovation
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Handling cross-border M&A and coordinating multi-jurisdictional legal teams
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Advising on non-compete, non-solicit, and confidentiality obligations post-merger
Whether your transaction involves a small business or a multi-million-dollar consolidation, we deliver the legal precision and foresight you need.
Business Valuation Legal Services
Accurate valuation is critical to ensuring fair deal terms and minimizing post-closing disputes. We collaborate with CPAs and valuation experts to build a legally sound and defensible pricing model.
We provide:
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Legal oversight for business appraisals
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Review of leases, IP portfolios, and franchise agreements that impact valuation
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Evaluation of key performance indicators, recurring revenue, and contracts with change-of-control clauses
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Structuring the deal to reflect market value while minimizing tax liability under IRC § 338(h)(10) and California/Nevada state tax laws
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Support for litigation or shareholder disputes involving valuation disagreements
By analyzing legal and regulatory factors in conjunction with financial performance, we help anchor your negotiation strategy in fact.
Business Transfers & Closings
Closing the deal is a complex process that demands detailed legal coordination. We manage every component to reduce delays, errors, and post-closing liabilities.
Our closing services include:
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Preparing and reviewing closing documents, including certificates, resolutions, UCC financing statements, and wire instructions
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Coordinating escrow services and reviewing escrow agreements in accordance with California Financial Code § 17000 and Nevada’s escrow regulations (NAC 645A)
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Filing required state forms such as the California Statement of Information and Nevada’s Annual List of Officers
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Managing title transfers, insurance updates, and notifications to creditors
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Facilitating employee communication, benefit transitions, and WARN Act compliance for large transactions
Our goal is to ensure a seamless transition with full legal protection.
Ready to Buy or Sell a Business? Let Us Help You Close with Confidence
If you’re preparing for a business acquisition, sale, or merger in California or Nevada, don’t leave legal details to chance. Our business acquisition lawyers will provide the clarity, structure, and strategic foresight you need for a successful transaction. Let us handle the contracts, compliance, and negotiations so you can focus on your vision.
Schedule your free consultation today and partner with a legal team that protects your investment at every stage.
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