Selling a California business — sell-side counsel from prep through closing.
Pre-sale preparation, LOI negotiation, due-diligence response, definitive agreements, and post-closing transitions. Phase-priced or flat-fee depending on the deal.
What sell-side counsel actually does
The sell side has different priorities than the buy side. The seller wants the highest defensible price, the cleanest possible reps and warranties, the shortest indemnification period, and the smallest escrow holdback. Most sellers also want a clean exit — minimal ongoing involvement, defined non-compete scope, no surprises post-closing.
Sell-side counsel does three things well: prepares the business for sale (so the diligence phase doesn't surface ugly surprises), negotiates the definitive agreements (so the seller's exposure is bounded), and runs the closing mechanics.
Pre-sale preparation
Before going to market — or before responding to an unsolicited offer — sellers usually have prep work to do.
Corporate cleanup
Stale corporate records, missing minute books, unfinished consents, unresolved equity issuances. Buyers do diligence; ugly corporate housekeeping shows up. Cleaning it before market is cheaper than answering diligence questions about it.
Contract review
Identify which key contracts have change-of-control or assignment provisions. Some contracts terminate on a sale; some require counterparty consent; some have weird carve-outs. Knowing which is which before the LOI is signed avoids deal-killing surprises.
Employment and IP
Verify that all key employees have signed proper IP-assignment agreements (a common gap in California small businesses). Verify that contractor agreements properly transferred IP. Audit non-compete and non-solicit obligations.
Tax structuring
Asset versus stock structure has major tax implications for the seller. Pass-through entity sellers (LLCs, S-corps) often prefer asset sales; C-corp shareholders often prefer stock sales for capital-gains treatment. Coordinate with a CPA on this — it's tax-driven.
During the deal
LOI negotiation. Lock in the deal economics, the structure, the timeline, and the exclusivity period. Resist non-economic terms in the LOI that should be negotiated in the definitive agreements.
Diligence response. Quick, complete diligence responses keep deal momentum. Slow or evasive responses give the buyer leverage to renegotiate price or terms.
Definitive-agreement negotiation. Reps and warranties (scope, qualifiers, knowledge limits), indemnification (caps, baskets, survival periods), escrow (size, duration, release mechanics), non-compete (scope, geography, duration), employment terms (if seller is staying on).
Closing. Funds flow, transfer of assets and consents, employee transitions, customer notifications, regulatory filings. Post-closing covenants kick in.
How sell-side pricing works
Like the buy side, sell-side counsel is scoped per deal. Phase-priced — pre-sale prep is one phase, LOI/diligence is a phase, definitive agreements/closing is a phase. The discovery call is the right place to scope it.
Typical sell-side counsel for a transaction in the $500K–$5M range runs $10,000–$40,000+ depending on complexity. The pre-sale-prep phase is often 30–40% of the total — front-loaded but the highest-leverage spend.
Other work in formation.
The questions buyers actually ask.
Tell us what you're working on.
Transactional matters start with a short discovery call. We figure out whether the work is one we can take and what it costs — before any retainer.