Business Acquisition Lawyer in Los Angeles

Buyers must structure protection through trade secret agreements, IP assignments executed at or before closing, and non-solicitation provisions drafted carefully given California's scrutiny of solicitation restrictions.

The purpose is to provide the seller's creditors with notice and an opportunity to make claims against the sale proceeds before the buyer takes title to the assets. Failure to comply can expose the buyer to liability for the seller's unpaid business debts. This is a California-specific requirement that attorneys in other states often miss when advising on their first California asset acquisition, and it is one reason why the escrow company coordinates so much of the closing logistics here.

California business sales customarily use an independent escrow company to manage the closing process. The escrow company holds the buyer's deposit, coordinates the bulk sale notice and creditor clearance period, obtains payoff demands for any seller debt, manages the purchase price allocation documentation, and disburses funds to the seller only when all closing conditions are satisfied. Escrow typically runs 30 to 45 days and adds coordination overhead, but provides an independent third party managing funds and documents that protects both buyer and seller. Your attorney reviews and negotiates the escrow instructions, which define the conditions that must be satisfied before funds are released. Out-of-state buyers accustomed to attorney-managed closings often underestimate how much the escrow company drives the closing timeline in California.

A strategic or PE buyer therefore cannot purchase a physician practice and employ the physicians directly as corporate employees. Instead, the acquisition requires a Management Services Organization structure where the buyer's entity provides administrative services to a physician-owned Professional Corporation under a long-term contract. Physician retention and competitive protection should be structured through a valid sale-of-business covenant rather than MSA-embedded restrictions.

A business acquisition lawyer guides you through every stage of purchasing a company, from initial due diligence and deal structuring through contract negotiation and closing.

Engage a business acquisition lawyer before you sign a letter of intent. Early involvement allows us to shape deal terms in your favor, identify red flags during due diligence, and avoid costly mistakes that become much harder to fix once you are deep into negotiations.

In an asset purchase, you select specific assets and liabilities to acquire, which gives you more control over what you take on. In a stock purchase, you buy the entity itself, including all of its obligations. Each structure carries different tax, liability, and operational implications, and the right choice depends on your specific deal.

No fixed period applies: the time from a signed letter of intent to closing depends on due diligence complexity, financing requirements, and regulatory approvals. Acquisition Stars works to eliminate unnecessary delays that put deals at risk.

Acquisition Stars is a selective M&A practice that represents buyers and sellers from letter of intent through closing. We move at the speed your deal requires because we understand that in acquisitions, timing is everything.

Yes. Buying a partial or majority stake raises different issues than buying all of a business, including governance rights, buy-sell provisions, and minority protections. Our guide on partial and majority buy-in agreements (/blog/partial-and-majority-buy-in-agreements) walks through how these deals are typically structured.

Under California Business and Professions Code Section 16601, a person who sells the goodwill of a business, or an owner of a business entity selling or otherwise disposing of all of their ownership interest in the business entity, or an owner of a business entity that sells all or substantially all of its operating assets together with the goodwill of the business entity, among other sales the section lists, may agree with the buyer to refrain from carrying on a similar business within a specified geographic area in which the business so sold, or that of the business entity, has been carried on, so long as the buyer, or any person deriving title to the goodwill or ownership interest from the buyer, carries on a like business therein. (Cal. Bus. & Prof. Code 16601)

Under Cal. Com. Code 6103, except as subdivision (c) provides, California's bulk sale rules apply to a bulk sale if both of the following are satisfied: the seller's principal business is the sale of inventory from stock, including those who manufacture what they sell, or that of a restaurant owner, and on the date of the bulk-sale agreement the seller is located in California or, if the seller is located outside the United States, its major executive office in the United States is in California. (Cal. Com. Code 6103)

During a confidential initial consultation, we discuss your transaction, review your current situation, assess challenges specific to California, and outline a path forward. We explain our process, answer your questions, and determine whether we are the right fit.

Yes. Acquisition Stars represents clients nationwide and coordinates with local counsel where state-specific requirements apply.