Buying or selling a small business is one of the most consequential transactions an owner or entrepreneur will ever undertake — and one where the process itself, not just the price, determines whether the deal actually delivers what both sides expect.
Kron & Card LLP guides buyers and sellers centralized in Southern California, with clients throughout the state, through every stage of a business purchase or sale — across industries including construction, real estate, and entertainment, among others.
We represent both sides of the table, at every stage of the deal.
Entrepreneurs and existing businesses acquiring a company or its assets, from first offer through closing.
Owners preparing a business for sale, negotiating terms, and managing the transition after closing.
Founders bringing on partners or investors, and investors acquiring an ownership stake in a closely held business.
Our business purchase and sale practice covers:
Drafting and negotiating LOIs and term sheets that protect your position heading into diligence.
Coordinating legal due diligence into contracts, leases, licenses, litigation, and employment matters.
Advising on the tax and liability tradeoffs between asset and stock (or membership interest) sale structures.
Drafting and negotiating definitive agreements, indemnification provisions, escrows, and earnout terms.
Addressing CSLB contractor license transfers, professional and industry licenses, and other permits that don’t automatically transfer with a sale.
Employment, consulting, and non-compete arrangements for departing owners, and resolving post-closing disputes.
Generally, most of an LOI’s business terms — price, structure, timeline — are intentionally non-binding and subject to a definitive agreement. But specific provisions, like confidentiality obligations and an exclusivity or “no-shop” period, are typically drafted to be binding immediately. Reading an LOI carefully before signing matters.
It depends on tax treatment, which liabilities the buyer is willing to assume, and whether key contracts and licenses can be assigned. Buyers often prefer asset sales because they can select which liabilities to assume; sellers often prefer stock sales for tax and simplicity reasons. There’s rarely a one-size-fits-all answer.
Key areas include whether material contracts and leases can be assigned to a new owner, whether required licenses and permits (including CSLB contractor licenses, where applicable) transfer or must be reapplied for, pending or threatened litigation, and any liens or undisclosed liabilities that could follow the business.
Timelines vary widely with deal size and complexity, but a straightforward small business sale often takes a few months from signed LOI to closing, with due diligence and negotiation of the definitive agreement usually taking the most time.
This page provides general information, not legal advice for any particular transaction. Structure, timing, and requirements vary with the facts of each deal. Contact us to discuss your circumstances.
