California Asset Purchase Agreement (APA) Review and Redline for Active Deals
Single-document specialist review for an APA that is already in motion. Tracked-changes redline, written gap and risk memo, clause-by-clause negotiation recommendations, and a brief call to walk through findings. Cross-jurisdictional flagging available where the seller, buyer, or beneficial owner sits outside the United States.
$575 / $2,500 to $3,500 / $240 hr2 to 3 business days typicalCA Bar #27986915+ years CA contract and corporate
Who this is for, and who it is not for
This is for you if
You have a draft APA in hand (whether AI-assisted, prior counsel, or in-house) and you need a California-licensed attorney to redline it before signing.
The deal is governed by California law, or the buyer is California-based, or a California entity sits on either side.
You want a specialist single-document review with a written memo, not a generalist who treats every contract the same way.
You can act on a 2 to 3 business day turnaround when the document is delivered.
You want cross-jurisdictional issues flagged for local counsel (UAE, UK, other non-US seats are common patterns).
This is not for you if
You are looking for the lowest-cost option. Specialist single-document APA review is not a commodity. Different specialists quote between $2,500 and many tens of thousands; I quote on the lower end of fixed-fee for one document with a small number of ancillaries.
You need representation in arbitration, court appearance, or post-closing litigation. Those are separate engagements with separate written scope.
You are looking for a UAE-qualified, UK-qualified, or other non-US-qualified attorney. I am California-barred only. I flag cross-border issues for local counsel; I do not advise on UAE or UK substantive law.
You need a deal structure built from scratch (LOI through closing). I can refer that to specialist deal counsel, or scope it as a multi-document engagement on a separate quote.
Why a California APA needs a California specialist
An Asset Purchase Agreement that selects California as the governing law triggers a specific stack of California rules. A generalist M&A drafter who is not California-barred can produce a document that reads correctly until California law tests it. The areas where this most often breaks:
Cal. Bus. & Prof. Code § 16600. Every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void. The 2024 amendments (subsections (a), (b), and (c)) confirm broad interpretation and reach contracts where the restrained party did not sign. Section 16601 carves out a narrow sale-of-goodwill exception, limited to the geographic area where the business operated and tied to a buyer who continues a like business. Any non-compete or non-solicit in the APA must be drafted inside section 16601 or it does not survive. leginfo.legislature.ca.gov › BPC § 16600 · BPC § 16601
Cal. Civ. Code § 1668. All contracts that have for their object, directly or indirectly, to exempt anyone from responsibility for the party's own fraud, willful injury, or violation of law are against the policy of the law. Indemnification, integration, and release provisions in the APA must carve out fraud and willful misconduct or they are unenforceable to that extent. leginfo.legislature.ca.gov › CIV § 1668
Cal. Civ. Code § 1670.5. The court may refuse to enforce an unconscionable contract or clause, or limit its application. Overbroad indemnity, one-sided remedy provisions, and lopsided fee-shifting clauses are often narrowed under this rule. leginfo.legislature.ca.gov › CIV § 1670.5
Cal. Rev. & Tax. Code §§ 6811 and 6812. A buyer of a business or stock of goods must withhold from the purchase price an amount sufficient to cover unpaid sales and use tax until the seller delivers a clearance certificate. A buyer that fails to withhold is personally liable for the tax up to the purchase price. The APA needs a clearance-certificate mechanism or a withholding escrow, or the buyer carries exposure. leginfo.legislature.ca.gov › RTC § 6811 · RTC § 6812
Cal. Corp. Code § 1001. A California-incorporated seller corporation that disposes of all or substantially all of its assets outside the ordinary course of business needs board and shareholder approval. The threshold for related-party transactions is 90 percent voting power. Where the seller is California-incorporated, the APA must show the authorization was obtained or the transaction is voidable. leginfo.legislature.ca.gov › CORP § 1001
Cal. Lab. Code § 925. An employer cannot require an employee who primarily resides and works in California to litigate a California dispute outside California or under non-California law unless the employee had independent counsel. Where the APA transfers California-based employees to the buyer, employment-side ancillaries (offer letters, restrictive covenants) cannot move the forum out of California. leginfo.legislature.ca.gov › LAB § 925
Cal. Comm. Code Art. 2. For the goods portion of an asset transfer, California UCC Article 2 applies. Sections 2310 (payment), 2606 (acceptance), and 2607 (notice of breach) are default rules the APA can modify but should address explicitly rather than leave to default. leginfo.legislature.ca.gov › COM § 2310 · § 2606 · § 2607
One California-specific note that has surprised generalist drafters. California's Bulk Sales rules (Cal. Comm. Code §§ 6101-6111) are still operative for sales of inventory, equipment, and similar tangible business assets where the total asset value falls between $10,000 and $5,000,000 (§ 6103 thresholds). Most middle-market M&A deals fall above the $5M ceiling and are out of scope, but small-business and lower-middle-market asset transfers can be in scope. A buyer that ignores the bulk sales notice requirement when it applies can be exposed to creditors of the seller. I check the scope before drafting around it.
What the APA must do well (the eight jobs)
Stress-tested against the deals I see, an APA needs to do these eight things to actually allocate risk the way the parties expect. A redline reads each clause against this list.
Define assets versus excluded assets precisely. The "everything else" or "miscellaneous business assets" sweep is the place sellers most often give up more than they intended. The redline tightens definitions and adds an excluded-assets schedule that does the heavy lifting.
Allocate assumed versus excluded liabilities. This is the structural heart of an APA: a buyer wants a clean break from pre-closing seller liabilities, the seller wants the buyer to assume the going-forward obligations under transferred contracts. Loose assumption language is how surprise liabilities arrive after closing.
Reps and warranties from the seller-side. Title to assets; no undisclosed liens; no pending or threatened litigation; tax compliance; contracts in force and not in default; employment compliance (especially under California Labor Code, including wage-and-hour and PAGA exposure); intellectual property ownership and non-infringement; environmental compliance.
Indemnification with proper architecture. Survival, basket (deductible or tipping), cap, carve-outs for fraud and willful misconduct (non-waivable under Civ. Code § 1668), special indemnity for tax matters that survives longer than general reps, and a clean indemnification procedure (notice, defense, settlement consent).
Closing conditions and termination rights. What has to be true at signing, what has to be true at closing, what gives either party the right to walk, and what happens to the deposit or break fee. Cross-border deals layer regulatory-approval conditions on top.
Non-compete and non-solicit drafted inside § 16601. Recite the sale of goodwill explicitly. Limit geography to where the business operated. Tie duration to the buyer (or someone deriving title from the buyer) continuing a like business. Carve out California employees from blanket non-solicits where § 16600 would void them.
Tax allocation. IRC § 1060 allocation among asset classes (Form 8594), California sales and use tax allocation, transferee successor-liability protection via clearance certificate or escrow withhold, and treatment of any UAE VAT or other non-US tax flagged for local counsel.
Choice of law, choice of forum, dispute resolution. California governing law is the contract's default in most California-buyer deals. Choice of forum is more nuanced: a California court judgment may not be readily enforceable in the seller's home jurisdiction (UAE judgment recognition runs through Civil Procedure Code reciprocity rules, not a Hague-style convention), so arbitration in a New York Convention seat is often a better practical choice when the seller's assets are offshore.
Common drafting traps (the eight traps)
The redline screens for all of these on every review.
Trap 1: "All or substantially all" without a quantitative anchor. The phrase shows up in California Corp. Code § 1001 case law and in APA sweep clauses. Without a percentage of assets or a percentage of pre-closing revenue defining the trigger, the phrase becomes a fight after closing.
Trap 2: Indemnity cap higher than the transaction value. Courts narrow indemnity that exceeds the consideration, and over-cap drafting reads as adversarial. The right structure is a cap that is a percentage of purchase price (commonly 10 to 25 percent for general reps, 100 percent for fundamental and tax reps), not a cap that exceeds the deal.
Trap 3: Non-compete that fails the § 16600 / § 16601 path. The most common failure is a non-compete on a transferred employee (rather than on the seller's ownership). § 16601 covers the seller's ownership interest, not an employee's continued employment. A separate restrictive covenant on a California employee transferred in the deal is void unless it falls within a narrowly-drafted exception.
Trap 4: Missing the successor-liability tax carveout. A buyer that closes without a CDTFA clearance certificate (or a withholding escrow) is exposed under R&T § 6811 and § 6812. Generic indemnity does not solve this; the buyer wants pre-closing certainty, not post-closing recovery against a UAE seller.
Trap 5: Integration clause that walls out side letters. An aggressive integration clause that wipes "all prior agreements" can erase a side letter the parties intended to preserve. The redline either pulls side letters into the APA exhibits or tightens the integration clause to carve them out.
Trap 6: Wrong knowledge qualifier on reps. "To the best of seller's knowledge" without a defined-knowledge group invites argument. The redline defines knowledge (specific named individuals, sometimes with a reasonable-inquiry obligation) so the parties know what the rep actually means.
Trap 7: Cross-border choice-of-law inconsistency between APA and ancillaries. The APA chooses California but the employee offer letter (or the IP assignment, or the transition services agreement) defaults to the seller's home jurisdiction. The redline harmonizes governing law across the document set or flags the inconsistency for a deliberate choice.
Trap 8: Closing mechanics that do not work cross-border. Wire-transfer cut-off times, escrow-agent jurisdiction, document-delivery mechanics, simultaneous signing requirements, and the practical sequence of UAE-side authorizations versus California-side disbursements all need to be drafted with the time zones and banking days in mind. Generic closing-mechanics boilerplate breaks on cross-border deals.
Cross-jurisdictional considerations
When the seller, buyer, or beneficial owner sits outside the United States, the APA carries jurisdiction-layered considerations that I flag for local counsel. I do not advise on UAE or UK law; I identify the issues that need confirmation and recommend the choice-of-law and dispute-resolution architecture that minimizes downstream risk.
The framework generalizes. For any non-US seller, the redline checks: (a) the seller entity's corporate authority to transfer the assets under its home-jurisdiction company law; (b) any home-jurisdiction VAT or transfer tax that affects pricing or net proceeds; (c) any home-jurisdiction beneficial-ownership or change-of-control filing; (d) any sector-specific or strategic-investment review on the buyer or seller side; (e) whether a California court judgment is practically enforceable against the seller's home-jurisdiction assets, and the implications for the dispute-resolution clause.
What I do for this engagement
The work is structured to deliver what an active deal actually needs, not paper deliverables that read well and do not move the negotiation.
Full tracked-changes redline of the APA. Clause by clause. Every change carries a comment explaining why it is there and what risk it addresses.
Written legal memo (typically four to eight pages). Gap and risk analysis with citations to California authority. Identifies unfavorable terms from the seller's perspective (or buyer's, depending on which side I am retained for), ranks them by priority, and explains the legal basis for each redline.
Clause-by-clause written recommendations. Specific negotiation suggestions for each meaningful clause. What to push on, what to concede, what to swap for. Drafted as something the client can use directly with the other side's counsel.
Cross-jurisdictional flag section. Issues that need local-counsel confirmation, framed as questions for UAE counsel, UK counsel, or other jurisdiction-specific counsel. I do not pretend to be a substitute for local counsel; I identify what to ask.
Brief call to walk through findings. Typically 30 to 45 minutes after the written work is delivered. Included in the fixed fee.
Pricing
Three tiers, structured to fit the deal. The featured tier is the standard engagement for an active deal with a single primary APA and a small number of ancillaries.
Entry
$575
APA Risk Evaluation (written, no redrafting)
Written attorney evaluation of the APA, up to 30 pages of document
Identifies highest-risk clauses with plain-English explanation
California-specific issues flagged
Two business day turnaround
No redrafting or tracked-changes redline
Useful when the client wants a sanity check before deciding whether to commission a full redline
What is not included by default. Representation in arbitration, court appearance, post-closing litigation, regulatory filings, UAE-side or UK-side legal advice, accounting and tax work, and integration support after closing are out of scope. Each is a separate engagement with separate written scope. I am happy to coordinate with the client's existing counsel, accountants, and tax advisors, or to refer in those directions.
Frequently asked questions
Why a California specialist when the seller is offshore?
Governing-law selection is a clause in the contract. When the parties choose California, the agreement is interpreted under California contract law, UCC Article 2 for the goods portion, the non-compete framework under § 16600 / § 16601, the successor-liability rules under R&T § 6811 / § 6812, and (if the seller is a California corporation) Corp. Code § 1001. A drafter who is not California-barred can produce language that looks correct to a generalist and then fails California's particular tests in negotiation or in court.
How does the UAE seller / UK owner / California buyer pattern affect the deal?
Three live concerns above the California analysis: (1) UAE corporate authority depends on whether the entity is mainland (Federal Decree-Law No. 32 of 2021) or free zone (DIFC, ADGM, DMCC, JAFZA, others, each with separate registries); (2) UAE VAT under Federal Decree-Law No. 8 of 2017 Article 7(2) treats a complete operational business transfer as outside the scope of VAT, but only when conditions are met; (3) UBO reporting under Cabinet Decision No. 58 of 2020 may trigger on change of control. On the UK side, where the UK-resident owner's interest is in a sensitive sector, the UK National Security and Investment Act 2021 may require notification (the regime has been in force since 4 January 2022 and covers 17 sensitive sectors). I flag each for local counsel; I do not advise on UAE or UK law. The UAE cross-border spoke page walks through each in detail.
What does the redline include?
A tracked-changes redline of the APA, a written gap and risk memo (typically four to eight pages) with citations to California authority, written clause-by-clause negotiation recommendations, a cross-jurisdictional flag section, and a brief call (30 to 45 minutes) to walk through findings. The brief call is included in the fixed fee.
Timing and turnaround?
Two to three business days from receipt of the executed LOI or term sheet, the current APA draft, and any ancillary documents already in circulation, for a single main APA document. Larger deals (more than 60 pages of APA text, more than three ancillary agreements, or unusual cross-border structures) take longer; I confirm the turnaround in writing before the fixed fee is agreed.
What if my deal is more than $1 million, $5 million, or $10 million?
Deal size affects the complexity of the redline but not the framework. Larger deals typically have more ancillary documents (disclosure schedules, escrow agreements, transition services, non-compete carve-outs with sale-of-goodwill recitals, employee transfer offers, IP assignments, real-property transfers), and the gap and risk memo grows accordingly. I quote the fixed fee on receipt of the document set. The $2,500 to $3,500 range is typical for a single APA with a small number of ancillaries. Larger or more complex deals are quoted higher with a written scope statement.
How does indemnity work in a California APA?
California respects negotiated indemnity allocations but reads overbroad indemnity narrowly. The standard pattern is a survival period (12 to 24 months for general reps, longer or indefinite for fundamental reps and tax reps), a basket (deductible or tipping), a cap (typically a percentage of purchase price), and non-waivable carve-outs for fraud and willful misconduct under Civ. Code § 1668.
Non-compete enforceability under § 16600 / § 16601?
§ 16600 voids every restraint on lawful profession, trade, or business, with the 2024 amendments confirming broad interpretation. § 16601 is the narrow exception: a non-compete tied to the sale of business goodwill or sale of all of the seller's ownership interest, limited geographically to where the business operated, and tied to a buyer who continues a like business. The APA must draft inside § 16601 to survive. Restrictive covenants on transferred California employees outside § 16601 are unenforceable, and the indemnity for breach of an unenforceable covenant is itself unenforceable.
Send the APA, I will quote the fixed fee, and the redline starts on confirmation
Two to three business days for a single APA with a small number of ancillaries. Tracked-changes redline, written gap and risk memo, clause-by-clause recommendations, cross-jurisdictional flag section, and a brief call to walk through findings. CA Bar #279869. $2,500 to $3,500 typical fixed-fee range, quoted on receipt of document.