BUSINESS TRANSACTIONS
Contracts, ownership and transactions for California businesses
Business decisions become legal commitments through the documents that support them. Based in San Francisco, RV Litigation Group PC advises businesses and owners throughout California on commercial contracts, ownership arrangements and purchases or sales of a business. We focus on how the terms will operate, the risks they allocate and the steps needed to carry the transaction through.
PRACTICE AREAS
Business Transactions Services
Business Contracts
Drafting, review and negotiation of customer, vendor and other commercial agreements.
Ownership & Operating Agreements
Operating, shareholder and partnership agreements that address control, economics and exits.
Business Purchases & Sales
Legal diligence, purchase agreements and closing support for business buyers and sellers.
Commercial Lease Agreements
Negotiation, review, renewals and assignments for business premises.
Confidentiality & Nondisclosure Agreements
NDAs for business negotiations, commercial relationships and sale diligence.
Business Buyouts & Owner Exits
Negotiated ownership transfers, redemption terms and business transitions.
OUR APPROACH
Practical Counsel Before the Commitment
A transaction can create obligations long before the final signature. A letter of intent, a proposed ownership change or a customer’s standard form may affect the choices still available to the business. Early review helps identify the decisions that deserve attention while there is room to negotiate.
Our transaction work connects legal drafting to the client’s commercial priorities. We help identify who must approve the deal, what information is needed, which obligations continue after closing and how a disagreement would be handled. The scope is tailored to the agreement or transaction rather than built around a one-size-fits-all document.
If the relationship is already contested, our Business Litigation practice can address the dispute. Transaction counsel and dispute counsel serve different stages of the same business relationship.
THE PROCESS
How We Approach Your Matter
Understand the business objective
Review the proposed terms, the parties involved, timing and the commercial outcome the client wants to achieve.
Identify the material legal questions
Evaluate authority, obligations, transaction structure and the information required to make an informed decision.
Draft and negotiate
Translate agreed business terms into workable documents and explain the meaningful tradeoffs in the other side’s proposals.
Complete and implement
Coordinate the legal deliverables within the engagement and identify ongoing obligations, renewal dates and post-closing requirements.
WHAT TO EXPECT
Important Points to Keep in View
Bring the Whole Agreement
Attachments, prior amendments and incorporated terms can change the meaning of the main document.
Identify the Client
The interests of a business, its owners and a transaction counterparty may differ.
Allow Time for Consents
Approvals from owners, lenders, landlords or contracting parties can affect when a deal can close.
Plan Beyond the Signature
Payment, reporting, notice and transition obligations need to work in day-to-day operations.
Questions to Resolve Before the Signature
What exactly is the company committing to?
Identify deliverables, payment conditions, acceptance standards and dependencies before debating legal wording. A service provider needs a way to document changed scope; a buyer needs to know what must be delivered before payment becomes due. Incorporated terms and exhibits should be available and consistent.
Who may approve and sign?
The entity, owners and managers may have different roles. Check governing documents, required consents and authority before a letter of intent, ownership transfer or asset sale creates commitments. A formation filing does not replace a tailored governance agreement.
What happens if an assumption proves wrong?
Diligence should test the facts that support the deal: ownership, key contracts, approvals and potential liabilities. A liability cap, indemnity or representation allocates specified risks without guaranteeing enforceability or recovery. Consider available insurance, funding and the ability to perform the promised remedy.
How will the agreement operate afterward?
Assign responsibility for notices, renewal dates, reporting, consents and post-closing adjustments. A negotiated right is less useful if no one knows when to exercise it. The final document set should also describe how a disputed obligation or an orderly exit would be handled.
Bring the Records That Inform the Decision
- The complete proposed agreement and all attachments, prior amendments and incorporated terms.
- The business objective, the client’s role and the identity of the entity or owner seeking advice.
- Known liabilities, required approvals and factual assumptions that are material to the transaction.
- The signing or closing timetable and the advisers responsible for financing, valuation, accounting or tax work.
Fictional California Examples
These fictional examples illustrate questions counsel may evaluate. They are not firm cases or results. A county is a factual setting, not a statement about venue, local rules or a firm office.
Alameda County — a company acquisition
A buyer expects a lease and key customer contract to continue after closing. Counsel would review assignment and change-of-control terms, required consents and how the purchase agreement handles an approval that is not obtained.
Orange County — an ownership transition
An owner wants to leave while the remaining owners need a transition period. The legal work would connect the purchase price with transfer timing, management changes, records access and release terms.
COMMON QUESTIONS
Frequently Asked Questions
Can you assist before we have a final draft?
Yes. A proposed term sheet, letter of intent or outline of the intended arrangement can provide a starting point. Early involvement can help identify the structure and legal questions before the parties commit to terms that are difficult to change.
Do you work with our accountant or other advisers?
Yes, as appropriate to the matter and the agreed representation. Accounting, valuation, financing and tax input may be needed alongside legal drafting. The roles and responsibilities of each adviser should be clear.
What should we bring to the first discussion?
Provide available drafts, existing agreements, the identities of the parties, the business objective and any important dates. For ownership changes or a sale, include relevant entity and ownership records and identify any known dispute or required consent.
Does a standard form avoid the need for negotiation?
No. A form may be a starting point, but the obligations, risk allocation and required approvals should fit the actual transaction. Important exhibits or incorporated terms may change the bargain.
Can a transaction agreement resolve an existing dispute?
It can form part of a negotiated resolution, but disputed claims, releases and any litigation steps require separate attention. The engagement should identify both the transaction work and the dispute-related work.
Discuss Your Next Business Transaction
Tell our legal team about the proposed transaction, the parties, your role and any signing deadline. We can assess the legal work needed to move the transaction forward.
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