Deal counsel from LOI to closing
Itkin Law represents buyers and sellers of privately held businesses across California — asset deals, stock deals, mergers, and majority investments. We manage the legal side of the entire transaction: structuring the letter of intent, running or responding to due diligence, negotiating the purchase agreement, and closing cleanly.
Middle-market and small-business deals rarely need a big-firm army; they need one sharp attorney who has seen where these deals go wrong and keeps yours out of the ditch.
What we do
- Letters of intent and term sheets
- Due diligence — running it for buyers, surviving it for sellers
- Asset purchase and stock purchase agreements
- Representations, warranties, indemnities, and escrows
- Earnouts, seller financing, and transition services
- Non-competes and key-employee arrangements
- Disclosure schedules and closing mechanics
- Post-closing disputes and indemnity claims
Sellers: start before the buyer shows up
The best sale outcomes are built a year in advance — clean corporate records, contracts that survive a change of control, and financials a buyer can trust. We prepare sellers for diligence before the process starts, which protects both price and speed once a buyer is at the table.
Common questions
Asset sale or stock sale — which is better?
Buyers usually prefer asset deals (they leave liabilities behind); sellers usually prefer stock deals (cleaner exit, often better tax treatment). Which way your deal lands is a matter of negotiation and price — we'll model both with your tax advisor.
How long does it take to buy or sell a business?
A straightforward private deal typically runs sixty to one hundred twenty days from signed LOI to closing. Preparation — especially clean records and contracts — is the biggest driver of speed.
Do I need an attorney if we already agreed on price?
Yes — price is one line of a fifty-page agreement. Reps, indemnities, escrows, and earnout mechanics determine how much of that price you actually keep.
