Business Law

We are a full service business law firm handling transactions within the Los Angeles area, including the San Fernando Valley and Woodland Hills, as well as throughout California that can assist you with a wide range of business transactions, including, but not limited to the purchase or sale of a business and stock purchase from start to finish.

The purchase or sale of a business is a complicated process for which experienced legal counsel is essential.  When representing clients in such transactions, we start the process by learning as much as possible about objectives of the parties involved in the transaction in order to advise them on a comprehensive set of issues ranging from business matters and financial risks to legal hurdles.  Our goal is to anticipate challenges to proactively solve problems, from negotiations and due diligence to final closing.

There are two primary methods of transferring ownership of a business: either by sale of the business' assets or the transfer of ownership of the business entity itself:

Stock Purchase and Sale Agreements

In a stock purchase and sale transaction, the purchaser is buying the stock from the stockholders of the company.   Purchasers generally prefer not to buy stock of a company in order to minimize both tax and legal liability issues.

Asset Purchase Agreements (APA)

This is a form of a business sale where instead of purchasing the stock of the company, the buyer purchases specific assets of the company and assumes specific liabilities.  There are a number of issues that can arise in such transactions such as inventory, accounts receivable and payable, condition of assets, and lease of premises that must be addressed in the agreement. 

Non-Competition Provisions

A Purchaser will often require a provision in the Agreement which prohibits the seller from competing with the business after the sale.   The duration and geographic limitations of such provisions need to be negotiated by the parties. 

In addition to negotiating, drafting and reviewing business sale offer letters and agreements, we advise and assist business owners and investors on a wide range of issues including:

  • Advising on practical business and financing issues related to the transaction
  • Assisting with the selection of the right business entity, such as Limited or General Partnership, Limited Liability Company, S-Corporation or C-Corporation to secure the most desirable management and governance structure and highest level of liability protection
  • Advising on discovering and managing liens and other corporate liability issues
  • Advising on the laws of local jurisdictions affecting the business as well as any applicable licenses and permits required for legal operation of the business

Other important matters to consider include assignment of the business trade name, transfer of customer lists, training of new owners and staff, and introduction of new owners to important trade contacts. 

Given the complexity and scale of the issues involved in the sale of a business, it’s critical for both purchasers and sellers to retain an attorney with knowledge and expertise in such matters to guide them through the process and safeguard their interests.

The Law Offices of Joseph J. London assists individuals and businesses with Commercial and Residential Real Estate Transactions, Franchise Law, Business Transactions, Corporate/Partnership/LLC Transactions and Dispute Resolutions in the San Fernando Valley, CA including Woodland Hills, Tarzana, Canoga Park, West Hills, Winnetka, Topanga, Reseda, Encino, Northridge, San Fernando, Sherman Oaks, North Hollywood, and Van Nuys, as well as Los Angeles, Malibu, Santa Monica, Thousand Oaks, Burbank and Pasadena in Los Angeles County, Ventura County, Orange County, Riverside County and San Bernardino County.

© 2024 Law Offices of Joseph J. London
21031 Ventura Boulevard, Suite 605, Woodland Hills, CA 91364
| Phone: 818-346-2266

Real Estate Law | Business Law | Franchise Law | Corporate/Partnership/LLC Law