California Mergers and Acquisitions Attorney
Most of the value on a private-company sale is determined before the letter of intent is signed. For California deals, the structural conversation runs through a state-specific overlay that affects every transaction.
Get Started →Institutional standards at a sub-$25M price point.
Below twenty-five million dollars in deal value, sophisticated counsel becomes economically inaccessible to most California-based sellers. The institutional M&A firms are calibrated to transactions one or two zeros higher. The hourly rates and team-based staffing models that work on a hundred-million-dollar deal do not work on a twelve-million-dollar deal. The result is that California-based founders selling below the institutional threshold often retain general business attorneys whose M&A experience is a fraction of what the deal requires, or settle for a transactional template lacking the tax structuring that determines what the seller actually nets at close.
DELINA.ESQ represents California-based buyers and sellers on transactions below twenty-five million dollars, applying the diligence, structuring, and drafting standards used on transactions valued in the hundreds of millions. The training is calibrated to the institutional standard; the boutique structure delivers it at a price point that fits a deal in the seven, eight, or low nine figures. For the broader national M&A practice, see Mergers & Acquisitions.
The state-specific overlay on every deal.
AB5 Worker-Classification Exposure
Where the target has independent contractors who do not pass the ABC test, the misclassification exposure surfaces in diligence and reduces the price. The firm runs the AB5 analysis pre-LOI and structures the cleanup before the buyer’s diligence begins.
The Non-Compete Framework
California restricts non-competes to a narrow set of permitted situations, most prominently the sale-of-business exception. The post-close non-competition agreements with key personnel must be drafted within that framework or risk being unenforceable.
State Franchise-Tax Mechanics
California recognizes the federal S-corporation election but imposes its own state-level franchise tax. For S-corporation sellers using a deemed-asset-sale election, the state-level overlay affects the after-tax proceeds. The firm models federal-and-state combined.
Sales-Tax Nexus & Residency
Where the target sells across multiple states with California as the home state, the post-Wayfair sales-tax nexus exposure surfaces in diligence. For a founder considering relocation post-sale, the multi-state residency analysis affects what the founder retains net of state tax.
The structural conversation that determines what you net.
The structures the firm evaluates on a sub-$25M California deal: asset purchase, stock or membership-interest purchase with deemed-asset-sale election where the target is an S-corporation, tax-free reorganization where the consideration is primarily acquirer stock, F-reorganization for pre-transaction restructuring, partnership-interest sale governed by subchapter K mechanics, installment sale where deferral fits, and qualified-small-business-stock rollover where the seller intends to reinvest.
Each structure produces a different combination of capital gain rate, ordinary income rate, depreciation recapture, and timing of recognition, with the California overlay layered on the federal analysis. The firm models the alternatives, presents the projected after-tax proceeds under each, and recommends the structure the analysis supports. The deal sheet draws on Big Four Mergers and Acquisitions Tax engagements at Deloitte and PwC and current boutique-scale work.
What the firm does on the deal.
Pre-LOI structural conversation. Letter of intent review and negotiation. Diligence response and a substantive memorandum to the client. Purchase agreement drafting with representations and warranties calibrated to the actual diligence. Indemnification framework with survival caps, baskets, and escrow. Representation and warranty insurance coordination where the deal economics support the policy. Ancillary documents including employment agreements, non-competition agreements calibrated to the sale-of-business exception, transition services agreements, and escrow agreements. Closing management. Post-closing indemnification, working capital true-up, earnout calculation, and tax controversy support during the survival period.
M&A engagements are billed hourly with the rate set out in the engagement letter before any work begins. Total fees on a sub-$25M California transaction typically run in the low six figures on either side depending on complexity. Detail at Fees.
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.
A buyer has approached you?
Send the LOI or term sheet if there is one, a one-page description of the company, the recent financials, and what the buyer has signaled about price and structure. The firm responds within one business day with a preliminary read.
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