Business Exit Attorney
What you net at sale is decided years before the LOI is signed. Delina prepares founders, family-owned operators, and professional-services owners for the sale or transition of the business, with the tax depth that determines the outcome.
Get Started →The cleanup is recoverable. Just not in the four weeks before the LOI.
Selling a business is rarely a single moment. It is usually a decision a founder has been circling for two or three years, and by the time the question gets asked seriously, the work that determines the outcome is already running late: the entity structure that should have been cleaned up, the contractor agreements without proper IP assignment, the customer contracts with change-of-control provisions nobody mapped, the trademark filed under the wrong entity, the founder stock issued without the protective tax election.
Each of those is recoverable. None of them is recoverable in the four weeks before the LOI. Delina brings Big Four Mergers and Acquisitions Tax depth and operator-side experience to the work that decides what the seller actually keeps, beginning where the founder is, whether that is three years out or six months out.
The categories a buyer’s diligence team will flag.
Entity Housekeeping
Confirming the entity is properly formed, the franchise tax and Statement of Information are current, the FinCEN report is filed, the operating agreement reflects actual ownership, and the chain of title on prior interest transfers is clean.
IP Assignment Chain
Confirming every founder, employee, and contractor who touched the company’s IP signed a written assignment to the company, curing gaps before the buyer’s team finds them, and getting trademarks registered under the operating entity.
Contract Assignability
Reading the material customer, supplier, and lease contracts for change-of-control provisions, anti-assignment clauses, and MFN terms, then mapping which require pre-close consent and which require post-close coordination.
Worker Classification
Running the AB5 worker-classification analysis where contractors would not pass the test, since misclassification surfaces in diligence and reduces the price, and converting where reclassification is the right call before diligence begins.
QSBS Posture
For qualifying C-corporation founders, running the qualified-small-business-stock analysis early, since the original-issuance, holding-period, and active-business requirements are decided years before the sale, not at closing.
Founder Equity & Parachute
Reviewing the founder-level tax election history (a missed election recharacterizes gain as ordinary income) and running the golden-parachute analysis where executives hold options or restricted stock.
The conversation that determines what you net at close.
Two sales of the same company, at the same purchase price, can produce dramatically different proceeds depending on the structure. A founder selling for fifteen million under one structure may net ten million after tax; under a different structure, thirteen. The difference is the structural decision made before the LOI, and it is the conversation most founders never have because their general business attorney does not run it.
On a sub-$25M deal, Delina models the alternatives, asset purchase, stock or membership-interest purchase with or without a deemed-asset-sale election, tax-free reorganization where the consideration is acquirer stock, and the installment sale where deferral fits, then presents the projected after-tax proceeds under each and recommends the one the analysis supports. The buyer’s preferred structure almost always opposes the seller’s on at least one dimension, which is why the structure gets negotiated before the LOI is drafted, not after.
From letter of intent through close.
Most of the LOI terms become the purchase-agreement terms, and what you concede at the LOI stage is hard to claw back later. Delina reviews the LOI before you sign, the structure, the price and consideration mix, exclusivity, the indemnification outline, the working-capital methodology, the treatment of existing debt, and the commitments expected of the founder, and runs the negotiation against the buyer’s counsel where terms need to move.
Once the LOI is signed, the deal itself, diligence response, purchase agreement, purchase price allocation, ancillary documents, closing, and the post-closing survival period, runs through the firm’s M&A practice. Fees scope to the matter and the runway, and are committed in writing before work begins. See Fees.
What most people want to know.
When should I start exit planning?
Earlier than almost everyone does. Most founders start when the bank, the buyer, or the accountant raises it, by which point the planning window has narrowed to its worst version. The work that determines what you net, entity cleanup, IP assignment, QSBS posture, deal structure, is doable two to three years before the sale and far harder in the two to three months before the LOI. The firm meets you where you are and calibrates the work to the runway available.
What is QSBS, and what changed in 2025?
Qualified small business stock can exclude a substantial portion of the gain on the sale of qualifying C-corporation stock. The OBBBA amendments, for stock issued on or after July 4, 2025, raised the per-issuer cap from $10M to $15M and the gross-asset threshold from $50M to $75M, expanding both who qualifies and how much gain is excludable. Qualification turns on decisions made at issuance and maintained over the holding period, which is why the analysis belongs early.
Should I sell as an asset sale or a stock sale?
Two sales of the same company at the same price can net the seller very different proceeds depending on the structure. Buyers usually want an asset sale for the basis step-up; sellers usually want stock treatment. On certain S-corporation deals, a joint deemed-asset-sale election bridges the two. The right answer is modeled before the LOI, because the structure is the deal economics and it is hard to revisit later.
This page is general guidance, not legal advice on any specific transaction. Reading it does not create an attorney-client relationship. Attorney-client relationships are formed only on a signed engagement agreement.
Further reading on m&a.
Tax Attorney vs CPA: Which Does Your Business Need?
Tax attorney vs CPA — two different roles with two different functions. Here is what each one does and when California business owners need both.
Thinking about selling in the next few years?
Tell Delina about the business, your timeline, and the likely buyer. The intake scopes the cleanup, the structure, and the tax planning that decide what you keep.
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