Negotiate the terms that protect what you built.
M&A, acquisition due diligence, and negotiating the terms that protect what you built — whether you're selling, buying, or bringing in a new owner.
Buying or Selling a Business, item by item.
Every engagement is scoped to what you actually need. These are the matters Eight Law handles most often in this area.
Letters of intent
Getting the big terms right early.
- Letter of intent and term sheet review or drafting
- Deal structure: asset sale, stock sale, or membership interest sale
- Price, payment terms, and holdbacks
- Exclusivity and confidentiality terms
Due diligence
Knowing what you're buying — or getting ready to be examined.
- Diligence requests and review
- Contracts, consents, and assignment issues
- Corporate records and ownership review
- Sell-side readiness: cleaning up before buyers look
Definitive agreements
The documents that close the deal.
- Asset purchase agreements
- Stock and membership interest purchase agreements
- Representations, warranties, and indemnities
- Disclosure schedules
Closing & transition
Finishing well.
- Closing checklists and signature coordination
- Bills of sale and assignment documents
- Transition, consulting, or employment terms for the seller
- Coordination with your CPA, broker, and lender
Signs it's time to call.
How it's billed
Acquisitions and sales are usually handled hourly with an estimate up front, because the scope depends on the deal and the other side. Discrete pieces — an LOI review or a readiness review — can often be quoted as a flat fee.
- You've received an offer for your business
- You're buying a business or its assets
- You're buying out a partner or bringing in a new owner
- You want to get the company ready before going to market
- A broker has sent you a letter of intent
What working together looks like.
Direct access to your attorney at every step — no hand-offs, and scope and fees agreed in writing before work begins.
- 01
Discovery call
The deal, the parties, and your goals.
- 02
LOI & structure
Key terms and structure negotiated first.
- 03
Diligence & documents
Due diligence and the definitive agreement.
- 04
Close
Signatures, funds, and transition.
Should I sell assets or stock?
When should I bring in a lawyer?
Can a buyer be liable for the seller's unpaid taxes?
Do you work with business brokers and CPAs?
Read before you call.
Asset Sale vs. Stock Sale: Basics for Buyers and Sellers
How asset sales and stock (or membership interest) sales differ on liabilities, taxes, consents, and California successor liability for sales tax.
Read the guide Contracts10 Contract Clauses to Read Before You Sign
The contract terms that decide who carries the risk — liability caps, indemnities, IP, termination, non-competes, attorney's fees — with California-specific notes.
Read the guideRelated services.
Let's build something that lasts.
Tell us where your business is headed. We'll tell you what it takes, legally, to get there.