Business Transactions
The deal is won in the documents, not the handshake
Letters of intent get signed on optimism. Purchase agreements get signed on detail. I read every representation, indemnity, and earnout clause the way the other side's counsel will read it, and I tell you plainly what you are agreeing to carry.
Business Transactions
Deal counsel from someone who has been inside the deal
Selling the company you built, or buying one you intend to run, is usually the largest transaction of a business owner's life. It is also the one where a single sentence in an indemnity clause can quietly move six figures of risk from one party to the other.
With more than thirty years in practice and a career in business and finance behind that, I have built a practice for San Diego County owners and investors who need transactional judgment rather than a document assembly line. I have negotiated from the buyer's chair, the seller's chair, and the lender's chair.
That matters most in the parts of a transaction where the law gives no single right answer. How much of the price should sit in escrow. Whether an asset purchase or a stock purchase serves you better. What a non compete can realistically cover in California. Where the working capital adjustment should land. Those judgments come from having watched deals close and watched deals unravel.
Scope of Work
Transactions I handle for San Diego clients
- Purchase and sale of businesses, asset and equity structures
- Mergers, acquisitions, and consolidations
- Letters of intent and term sheets
- Due diligence review and issue reporting
- Buy sell agreements and partner buyouts
- Owner and investor admission and withdrawal
- Manufacturing, supply, and distribution agreements
- Employment and executive compensation agreements
- Asset transfers, assignments, and licensing
- Corporate governance and entity cleanup before a sale
What I Watch For
Where transactions actually go wrong
After three decades of closings, the failure points repeat. These are the ones I look for first in every San Diego deal that crosses my desk.
- Representations and warranties that survive far longer than the buyer disclosed
- Indemnity caps and baskets that quietly leave the seller exposed
- Earnouts tied to metrics the seller will no longer control
- Assignment clauses in leases and vendor contracts that block the transfer
- Employment and contractor classification exposure inherited at closing
- Undisclosed liens, UCC filings, and encumbrances found too late
- Working capital targets set without a defined calculation method
- Intellectual property never actually assigned from a founder or a contractor
How It Works
From first call to finished file
No mystery about what happens next or what it costs. Here is the sequence.
Free strategy call
Walk me through the deal as it stands. I will tell you what is standard, what is aggressive, and what I would push back on before anything is signed.
Structure and letter of intent
We set the structure that protects your tax position and limits what you carry after closing, then paper the LOI so the important terms are settled before legal spend accelerates.
Diligence and negotiation
I review the contracts, leases, liens, and corporate records, report what actually matters, and negotiate the definitive agreement with the other side's counsel.
Closing and after
Signature pages, funds flow, consents, and post closing obligations tracked to completion. Then I stay available for the transition issues that always surface in month two.
Should I structure the deal as an asset sale or a stock sale?
How much due diligence do I really need on a small acquisition?
What is a reasonable indemnity cap for a seller?
Do you work with my accountant and banker?
How long does buying or selling a business take?
Free Consultation
Have the agreement reviewed before it becomes binding
Most costly deal terms are negotiable right up until the moment they are not. A free consultation now is the cheapest leverage you will have in the entire transaction.
- Free initial review of where your deal stands
- Plain language explanation of what you are agreeing to carry
- Direct negotiation with the other side's counsel
- Coordination with your CPA, banker, and broker
2366 Front Street, San Diego, CA 92101-1414
Monday to Friday, 9:00 am to 5:00 pm
Get a read on your deal before you sign
Send the basics of the transaction. I will tell you what I would look at first and where the exposure usually hides.
Your details go straight to Donald Schiffer. Most inquiries receive a reply the same business day. Prefer to talk now? Call (619) 699-4860.
Related Services
Other ways this office can help
Most matters touch more than one area. One attorney handling all of them keeps things from falling between the cracks.
Business Formation
Choose the right entity the first time. LLC, S corporation, partnership, or nonprofit, structured to protect what you own and keep your tax bill sane.
Explore This Service
Contracts
Agreements drafted to be enforced, not just signed. Vendor, employment, licensing, and distribution contracts that hold up when money is on the line.
Explore This ServiceSan Diego County
Local counsel, on the ground where you do business
My office sits at 2366 Front Street in downtown San Diego, minutes from the county recorder, the courts, and most of the lenders and title companies my clients use. That proximity is not a marketing line. It means documents get signed, recorded, and closed without a week of shipping delays.
Communities Served
Each community has its own page covering the local commercial corridors and the issues that come up there most often.