Selling a business in Los Angeles means operating inside California's distinct legal landscape, where the non-compete ban reshapes the sell-side purchase agreement, the 8.84 percent corporate income tax makes deal structure a high-stakes decision, and the buyer pool spans entertainment and media companies, technology acquirers, commercial real estate operators, and a large population of PE firms and family offices that know the market well. Sophisticated sellers are increasingly walking away from closing with zero post-closing liability through rep and warranty insurance, while first-time sellers are still negotiating like it is 2018. The gap between those two outcomes is information and counsel. Our managing partner handles Los Angeles sell-side engagements, from the first call through closing.
Share the basics. Alex reviews each inquiry.
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
Alex Lubyansky handles business sale transaction law work for buyers and sellers in Los Angeles and across the country. Here is what that looks like:
We work best with people who know what they want and are ready to move:
Share the relevant deal details once. Alex reviews each inquiry and responds within one business day when there is alignment.
A structured, methodical approach to business sale transaction law
We review the proposed deal, understand your objectives (whether buying or selling), and develop a legal strategy tailored to your specific transaction and timeline.
We structure the transaction to optimize risk allocation, tax treatment, and operational continuity, whether as an asset purchase, stock purchase, or membership interest transfer.
Managing Partner Alex Lubyansky oversees legal due diligence, identifying risks and opportunities that directly inform the purchase agreement and deal terms.
We draft or negotiate the purchase agreement and all ancillary documents, ensuring every term reflects your interests and addresses the specific risks in your deal.
We manage the closing checklist, coordinate with lenders, brokers, and opposing counsel, and ensure all conditions are met for a timely and clean closing.
We don't take every matter. Here is what happens when you reach out.
Alex reviews your transaction details. Your submission is not screened by an intake coordinator before it reaches him.
We evaluate whether your deal aligns with our practice. Not every matter is a fit, and we will tell you directly if it is not.
If there is alignment, Alex schedules a direct call to discuss your transaction, timeline, and objectives.
Before any work begins, you receive a written engagement letter with defined scope, timeline, and fee structure. No surprises.
Alex Lubyansky leads every business sale transaction law engagement, with an associate supporting the work.
15+ years of M&A experience. Nationwide. LOI through closing.
Alex reviews each inquiry. If there is alignment, you will hear back within one business day.
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
Common questions from Los Angeles clients
Submit your transaction details for a preliminary assessment by our managing partner
Submit Transaction DetailsSubmit the core transaction details and Alex will evaluate whether the matter is a fit for direct engagement.
Los Angeles drives M&A activity across entertainment, technology ('Silicon Beach'), healthcare, and manufacturing sectors. The region's massive consumer market and port infrastructure make it a hub for e-commerce, logistics, and consumer products acquisitions. LA's diverse economy supports deal flow across every industry vertical, from post-production companies to aerospace suppliers.
LA's sprawling geography creates micro-markets where deal dynamics vary significantly - a manufacturing business in the Inland Empire trades very differently from a tech startup in Santa Monica. Understanding these sub-market dynamics is critical for accurate valuation.
Los Angeles County alone has over 250,000 employer businesses, and the region's GDP exceeds that of most countries. The entertainment industry's shift to streaming has created significant M&A activity in content, technology, and production services.
California's total prohibition on non-compete agreements (Business & Professions Code Section 16600) fundamentally changes how M&A deals are structured - buyers cannot use non-competes to retain key employees, making earn-outs and retention bonuses critical deal terms.
We understand the unique needs of LA's entertainment, technology, and e-commerce sectors, providing specialized guidance for companies pursuing public offerings and M&A transactions.
California Business and Professions Code Section 16600 bans non-compete agreements except in the narrow context of a seller's personal covenant tied to the sale of ownership interest or goodwill under Section 16601. This creates the defining challenge of a California sell-side purchase agreement: the seller can be restricted, but the business's key employees cannot be bound by non-competes. The deal structure must compensate through IP assignment, trade-secret definitions, customer non-solicitation provisions that stay within California's enforceability limits, and retention incentives. California's 8.84 percent flat corporate tax makes the asset versus stock election consequential, and sellers with S-corporation structure should evaluate the Section 338(h)(10) election before any LOI is signed. The Los Angeles market itself generates deal flow across entertainment and media, technology and software, healthcare services, commercial real estate services, and a large professional services economy. Each sector brings different diligence expectations. Entertainment deals involve IP chains, production agreement assignments, talent relationships, and licensing arrangements that require entertainment-specific deal experience. Technology deals focus on IP ownership, open-source compliance, and customer data rights. Healthcare deals require MSO structuring for CPOM compliance. The rep and warranty insurance market has matured such that well-advised sellers in LA can often negotiate clean exits with no personal indemnification, a shift that less-informed sellers are still missing.
Selling a production company, studio services business, or entertainment IP holding company in Los Angeles requires diligence on IP chain-of-title for all owned content, production agreement assignments, talent and guild obligations, licensing arrangement change-of-control provisions, and rights reversion clauses in existing distribution deals. Buyers in this sector push hard on rep packages covering IP ownership and prior ownership claims. The purchase agreement must address credit obligations, revenue participation agreements, and any residual payment streams that remain with the seller post-closing. California's Bulk Sales Act adds a compliance layer for asset purchases. The no-non-compete rule means talent retention relies entirely on financial structures, not restrictive covenants.
Selling a technology business in Los Angeles without the ability to restrict departing engineers or executives through non-competes requires comprehensive IP assignment coverage, CUTSA-specific trade-secret definitions that identify protectable information precisely, customer data protection through confidentiality and non-solicitation provisions, and key-employee retention arrangements built on financial incentives. Diligence will focus on IP chain-of-title for all code and data, open-source license compliance, customer contract change-of-control provisions, and employee invention assignments for every developer. Sellers who have maintained these records clearly can negotiate cleaner rep packages and narrower indemnity exposure.
Selling a professional services firm, law practice, accounting firm, or healthcare practice in Los Angeles involves professional licensing considerations, client conflict analysis, and in healthcare the CPOM restrictions that require MSO structuring for non-physician buyers. Professional services sellers must address the portability of client relationships in the purchase agreement, because California law limits the enforceability of client non-solicitation beyond specific confidential information. Healthcare sellers face payor contract change-of-control timelines, provider credentialing transitions that can run 90 to 180 days, and California HIPAA documentation requirements. Rep and warranty insurance is increasingly available for professional services deals, allowing qualified sellers to exit without personal indemnification exposure.
Los Angeles is one of the most active and sophisticated M&A markets in the country, with buyer pools spanning entertainment, technology, healthcare, real estate services, and a deep PE and family office community. California's non-compete ban, the 8.84 percent corporate tax, the CPOM doctrine for healthcare, and the evolution of rep and warranty insurance all reshape how sell-side purchase agreements are structured here. Sellers who engage counsel before LOI signing, evaluate entity structure with their CPA in parallel, and understand the current state of protective mechanisms available under California law go to market with leverage. Sellers who treat the legal process as something that starts after the LOI is signed often discover the structure has already been decided against their interests.
Local Market Context
Los Angeles-Long Beach-Anaheim, CA MSA · MSA population 13.2M
MSA Population (2024)
13.2M
U.S. Census Bureau
Top Industry Concentration
Los Angeles M&A activity is shaped by the intersection of entertainment and media, technology, and trade. The ports of Los Angeles and Long Beach together form the busiest container port complex in the Western Hemisphere, driving logistics and supply chain deal activity. Entertainment industry consolidation, streaming platform acquisitions, and tech-adjacent deals are consistent drivers of mid-market and large-cap M&A in this metro.
LAX is the second-busiest US airport by passenger volume. Ports of Los Angeles and Long Beach handle roughly 40 percent of US containerized imports. The metro is a critical transpacific trade gateway.
Recent Los Angeles Deal Signal (2024-2025)
Streaming and content platform consolidation continued through 2024, with entertainment industry buyers pursuing mid-market production company and IP library acquisitions as the major studios restructured post-strike.
Source (accessed 2026-04-27)
California has among the most active state AG and DFPI oversight of securities transactions in the US. CEQA reviews can affect real estate-adjacent deal timelines in LA County.
Banned entirely. Limited exception for sale of a business.
Mergers and asset acquisitions require filings with the California Secretary of State. The California Franchise Tax Board requires tax clearance certificates for dissolving entities. Bulk sales transactions require Notice to Creditors filings. Foreign entities must qualify with the Secretary of State before doing business in California.
State Bar of California (mandatory unified bar). Unified/integrated bar. Membership required to practice law in California.
Bar association websiteFederal districts: N.D. Cal., E.D. Cal., C.D. Cal., S.D. Cal.
Business court: No dedicated business court division. Commercial disputes proceed through general civil courts.
California anchors U.S. technology M&A with Silicon Valley and Los Angeles as the dominant deal-flow centers; cross-border transactions and venture-backed exits drive the market.
Watchpoints
These are the items we see derail business sale transaction law transactions in the Los Angeles market. Each one is rooted in current statutory law, recent legislative changes, or recurring patterns from the deals Alex has handled.
Explicitly voids noncompetes for management of physician or dental practices after being acquired by private equity groups or hedge funds. Materially affects healthcare PE acquisition structures in California.
SourceBanned entirely. Limited exception for sale of a business.
"Non-binding is just a phrase. It does not guarantee a frictionless process down the line. An LOI can absolutely structure the entire future of a deal even when the document explicitly says non-binding. If counsel comes in later in the game, the LOI is already there, and parties will anchor to it. Whether or not you were involved in the drafting. Whether or not you were involved in the negotiation. They will anchor to that document. And when deals blow up, fingers get pointed at the LOI's terms. The phrase non-binding sets a buyer's expectations. The substance of the document sets the deal. Those two things are different, and the gap between them is where deals get expensive."
California has among the most active state AG and DFPI oversight of securities transactions in the US. CEQA reviews can affect real estate-adjacent deal timelines in LA County.
Securities regulated by California Department of Financial Protection and Innovation (dfpi.ca.gov). California's Blue Sky law (Corp. Code sec. 25000 et seq.) has merit-review authority and requires a qualification or exemption filing; California is one of the more demanding Blue Sky jurisdictions for private placements.
In-depth guides to help you prepare for your transaction
How legal counsel protects sellers throughout the transaction.
Read guideStrategic planning for maximizing value when selling your business.
Read guideRegulatory and transactional considerations specific to healthcare deals.
Read guideCommon deal-killers and how experienced counsel helps prevent them.
Read guideStructured exit planning from initial valuation through closing.
Read guideUse these tools to prepare for your transaction. Professional analysis at your fingertips.
Acquisition Stars represents clients across California and nationwide. Alex Lubyansky leads every engagement.
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"The gap between what sophisticated sellers negotiate and what first-time founders accept is getting wider every year."
15+ years of M&A and securities transaction experience Senior counsel on every engagement Admitted in Michigan, practicing nationwide
Reviewed by Alex Lubyansky on . Read full bio
Alex Lubyansky leads every engagement, with an associate supporting the work. Tell us about your transaction and we will let you know if there is a fit.
LOI through closing. Nationwide. 15+ years of M&A experience.
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