Business Transactions Lawyer

Rokita Law P.C. handles the deals that move your business forward, from buying and selling companies to structuring partnerships and closing complex transactions. With offices in Beverly Hills and Newport Beach, we guide business owners across Los Angeles and Orange County through transactions of every size, making sure the terms protect your interests and the deal holds up long after it closes.

Serving Los Angeles and Orange County Businesses

We represent business owners from its Beverly Hills office, serving companies throughout Los Angeles County, and from its Newport Beach office, serving businesses throughout Orange County. Whether the deal involves a Century City startup, a Westside service business, or a company based in Newport Beach or Irvine, we structures transactions to fit California law and the realities of doing business in the region.

What Counts as a Business Transaction?

A business transaction is any deal that carries real legal or financial consequences for a company, from a routine vendor agreement to a multimillion-dollar acquisition. What ties them together is the same underlying question: does the paperwork actually reflect what both sides agreed to, and does it hold up if the relationship changes? A business transactions attorney reviews or drafts that paperwork before signature, when problems are still cheap and easy to fix.

Types of Business Transactions We Handle

Types of Business Transactions We Handle

Purchase and Sale Transactions

Buying or selling a business starts with structure. An asset purchase lets a buyer take what it wants and leave known liabilities behind. A stock or membership interest purchase transfers the entity whole, along with everything it owes. We run the diligence behind that choice and handle the California-specific items that catch people, including sales tax successor liability, bulk sale notice requirements, and the narrow exception that lets a seller of a business be bound by a noncompete when almost no one else in California can be.

Vendor and Supplier Agreements

Supply relationships usually run on a quote, a purchase order, and an invoice that all say different things. When something goes wrong, nobody can say which one controls. We put a master agreement in place covering pricing, delivery, risk of loss, warranties, indemnity, limitation of liability, and termination. Absent that, Division 2 of the California Commercial Code fills the gaps with default rules that rarely favor the side that did not write the paperwork.

Financing Transactions

We draft and negotiate promissory notes, loan and security agreements, guaranties, and convertible instruments. Collateral only protects a lender if the security interest is perfected, which means a correctly filed UCC-1 with the California Secretary of State. On the borrower side, we look hardest at covenants, cross-default provisions, and the scope of any personal guaranty, which is the term most owners sign without reading.

Equity and Ownership Transfers

Moving shares or membership interests is a securities transaction, not a bookkeeping entry. We prepare the purchase and assignment documents, clear the transfer restrictions and rights of first refusal in your governing documents, and handle the exemption filings. Companies relying on California’s limited offering exemption must file a notice with theDFPI within 15 days of the first sale in this state.

Commercial Leases

Commercial tenants in California get almost none of the protections residential tenants receive, and the landlord’s form is written accordingly. We negotiate base rent and escalations, common area charges, tenant improvement allowances, and personal guaranties. Exit terms matter just as much, particularly the assignment and subletting provisions that decide whether you can sell your business without the landlord’s veto.

Licensing Agreements

A license lets someone use your trademark, software, or technology without transferring ownership, and the value sits in the limits. We define the grant, field of use, territory, exclusivity, and sublicensing rights, then set royalty terms with audit rights so you can actually verify what you are owed. Trademark licenses need real quality control provisions, since a licensor who does not police use can lose the mark. We also record the arrangement with the USPTO where the underlying rights are registered.

Business Transactions Law Services

• Contract drafting, review, and negotiation
• Purchase and sale agreements for businesses and business assets
• Vendor, supplier, and service agreements
• Commercial lease review and negotiation
• Equity, membership interest, and ownership transfer agreements
• Financing and loan documentation
• Non-disclosure and confidentiality agreements
• Licensing agreements
• Independent contractor and employment-related agreements
• Due diligence for acquisitions and investments

What to Expect When Working With a Business Transactions Attorney

Typical process: Consultation → Deal Review → Drafting or Negotiation → Revision → Closing

1. Initial consultation. You describe the deal or the document that needs attention, along with your goals and any deadlines already in play.
2. Deal and document review. The attorney reviews the relevant contract, term sheet, or deal structure to flag risk, ambiguity, and terms that don’t match your understanding of the agreement.
3. Drafting or negotiation. Depending on where the deal stands, we draft new agreement language or negotiates directly with the other side or their counsel.
4. Revision. Terms get refined until the agreement reflects what both sides actually intend, not just what one side’s initial draft said.
5. Closing. The final agreement is signed and executed, with copies and supporting documentation organized for your records.

Information to Bring to Your Consultation

• Any existing draft contract, term sheet, or letter of intent
• Prior agreements with the same counterparty, if applicable
• Financial statements or deal terms relevant to the transaction
• Entity formation documents (articles, bylaws, or operating agreement)
• A summary of the deal timeline and any deadlines
• Names and roles of everyone involved on both sides

How to Reduce Risk Before You Sign

The most common mistake in a business transaction isn’t a bad deal; it’s an unreviewed one. Vague payment terms, one-sided indemnification clauses, and an undefined dispute resolution process can turn a routine business relationship into a costly problem later. Reviewing the agreement before it’s signed is generally the cheaper and faster option by a wide margin. Due diligence matters just as much on a purchase or sale: verifying a business’s financial records, contracts, and legal standing through the California Secretary of State’s business search before closing is one of the simplest ways to avoid inheriting a problem you didn’t know existed.

Common Concerns Before Calling a Business Transactions Attorney

“This is a standard contract, I don’t think I need a lawyer to look at it.” Templates and “standard” agreements are often written to favor whoever drafted them. A quick review can confirm whether that’s the case here.

“I don’t want to slow the deal down.” A focused contract review usually takes days, not weeks, and it’s almost always faster than unwinding a bad agreement after the fact.

“The other side already has a lawyer, so I assume the contract is fair.” The other side’s attorney is working for the other side. Their draft reflects their client’s interests first.

“I’m not sure this deal is big enough to justify legal fees.” Deal size isn’t always the right measure. A small contract with an open-ended liability clause can create outsized exposure regardless of dollar amount.

“I just need someone to draft one document, not manage a whole deal.” That’s a common and reasonable scope. Many engagements start and end with a single agreement.

Frequently Asked Questions

What’s the difference between a business transactions attorney and a business litigation attorney?

A business transactions attorney works on deals before problems happen, drafting and negotiating agreements to prevent disputes. A business litigation attorney steps in once a dispute has already started. At Rokita Law, P.C., we handle both, which means the same firm that structures your agreements can also enforce them if a counterparty doesn’t hold up their end.

Can a business transactions attorney help with a deal that’s already in progress?

Yes. Attorneys are regularly brought in partway through a negotiation, whether to review a draft another party sent over, take over negotiations from a business owner, or catch problems before signing.

How long does contract review typically take?

It depends on the complexity of the agreement and how quickly the other side responds to proposed changes. A straightforward vendor agreement might be turned around in a few days, while a business acquisition can take weeks or months of negotiation and due diligence.

Do I need a lawyer for every contract my business signs?

Not necessarily. Lower-stakes, routine agreements may not require attorney review every time. Higher-value contracts, unfamiliar counterparties, and agreements with long-term obligations are the ones worth the extra step.

What is due diligence, and why does it matter in a business purchase?

Due diligence is the process of verifying a business’s financials, contracts, liabilities, and legal standing before a purchase closes. Skipping it, or doing it superficially, is one of the most common ways buyers inherit problems they didn’t know existed.

Key Business Transactions Terms, Defined

• Due diligence: The investigation process a buyer or investor undertakes to verify the financial, legal, and operational condition of a business before completing a transaction.
• Indemnification clause: A contract provision requiring one party to compensate the other for certain losses, damages, or claims arising from the agreement.
• Letter of intent: A preliminary document outlining the general terms of a proposed deal before a final, binding agreement is drafted.
• Asset purchase agreement: A contract governing the sale of specific business assets, such as equipment or inventory, rather than the sale of the business entity itself.

Schedule a Business Transactions Consultation 

Every deal has terms that matter more than they first appear to. An initial consultation can help you understand what’s actually at stake in your agreement before you sign it.

If your business needs help with a contract, purchase agreement, or other transaction in Los Angeles or Orange County, call Rokita Law, P.C. at (888) 765-4825 or schedule a consultation online.