A merger combines two businesses into one entity. An acquisition involves one party buying ownership or assets from another. Both require legal agreements to define terms and protect interests.

Buying a business means acquiring ownership (equity) and taking on its liabilities. Buying assets allows you to select specific items—like inventory or IP—without assuming all obligations.

Yes. Brokers help with marketing and deal structure, but only a lawyer can provide legal advice, draft enforceable contracts, and ensure compliance with California law.

Not always. Your lawyer can help you review contracts, negotiate terms, and ensure the deal is legally sound. A broker may assist with finding listings, marketing and outreach to buyers, valuing businesses, and coordinating with buyers or sellers. If you’ve already identified a business to buy, or have a buyer lined up for your business, your lawyer can guide you through the legal steps—even without a broker.

Common documents include a purchase agreement, bill of sale, disclosure statements, non-compete clauses, and transition plans. Each deal may require additional forms based on its complexity.

Valuation considers cash flow, assets, liabilities, contracts, brand value, and market conditions. Legal review helps ensure the valuation terms are fair and clearly documented.

Yes. You can sell ownership shares or specific assets. Legal agreements clarify what’s being transferred and what obligations remain.

A buy-sell agreement outlines how ownership can be transferred in the future—such as in retirement, death, or exit scenarios. It helps prevent disputes and ensures smooth transitions.

Risks include hidden liabilities, accounting issues, unclear contracts, employee issues, and regulatory compliance. Legal review helps identify and address these before closing.

Timing varies based on complexity, due diligence, and negotiations. Simple asset sales may close in weeks; full acquisitions can take several months.

LOIs are often non-binding, but some terms may be enforceable. A lawyer can help you understand your obligations and exit options.

Due diligence is the process of reviewing financial records, contracts, liabilities, and operations before finalizing a purchase. It helps buyers assess risks and confirm the value of the business.

Yes. Asset purchases allow buyers to select which assets to acquire without assuming all liabilities. Legal agreements must clearly define what is and isn’t included.

A purchase agreement should include the sale price, payment terms, assets or shares being transferred, representations and warranties, closing conditions, and post-sale obligations.

An earn-out is a payment structure where part of the sale price is based on future performance. It’s often used when the buyer wants to tie compensation to revenue or profit milestones.

Yes. Internal sales are common, but they still require formal legal agreements to clarify terms, protect relationships, and ensure compliance with tax and regulatory rules.

Employee treatment depends on the deal structure. In asset sales, employees may need to be rehired. In ownership transfers, existing employment agreements may remain in place or be renegotiated.

Potentially, yes. Contracts with customers or vendors may require notice or consent before transfer. Legal review helps identify these clauses and manage communications.

A non-compete clause prevents the seller from starting a competing business for a set time and region. It helps protect the buyer’s investment and customer base.

Yes, but debts must be addressed in the sale terms. Buyers may require debt payoff at closing or adjust the purchase price to account for liabilities.

Common mistakes include unclear contracts, skipping legal review, underestimating tax implications, and failing to document transition plans. Legal guidance helps prevent costly oversights.