Buyout

San Diego Buyout, M&A, and Acquisition Attorneys

Khashayar Law Group represents buyers, sellers, departing owners, and remaining owners in California buyouts and M&A transactions. A buyout is one of the most consequential transactions in a business's life, and the legal structure determines tax outcomes, indemnification exposure, ongoing liability, and the strength of the relationships left behind. The firm structures buyouts to close cleanly and to survive the disputes that arise after closing.

Buyout and M&A Engagements

Typical engagements include:

• Shareholder buyouts — voluntary, involuntary, and dissolution-driven.
• Partnership and LLC member buyouts — triggered by retirement, death, disability, or dispute.
• Stock and asset purchase agreements (SPAs and APAs) — with reps, warranties, indemnifications, and earn-outs.
• Letters of intent and term sheets — drafted with binding vs. non-binding provisions properly distinguished.
• Due diligence coordination — corporate, contract, employment, IP, tax, and litigation.
• Valuation disputes — including appraisal rights under California Corporations Code §1300 et seq.
• Post-closing disputes — earn-out, working-capital, indemnification, and fraud claims.

Who Engages the Firm for a California Buyout

Clients include departing co-founders, controlling shareholders acquiring minority interests, minority owners exiting under buy-sell provisions, families navigating the death or incapacity of an owner, and buyers and sellers in third-party M&A transactions. The firm represents both transactional and litigation-oriented matters — and the litigation perspective makes the transactional drafting stronger.

How Khashayar Law Group Handles These Matters

Khashayar Law Group approaches every matter with the same trial-ready discipline that produced over $165 million in recoveries firm-wide. Daryoosh Khashayar has tried cases before juries, before judges, and before the California Court of Appeal, where he has secured multiple reversals of Superior Court rulings. He has litigated against major insurers including GEICO and Progressive, and against large corporations including Walmart and Costco.

ABOTA Membership and What It Means for Clients

Daryoosh Khashayar is a member of ABOTA — the American Board of Trial Advocates, an invitation-only organization for attorneys with exceptional verified civil jury trial experience and judicial recommendations. The firm has recovered more than $165 million for clients and prepares every matter — transactional or litigated — with the trial-readiness corporate counterparties respect.

Frequently Asked Questions

How is a California buyout typically valued?

By the valuation method specified in the operating agreement, shareholder agreement, or buy-sell agreement — often a formula, an appraisal, or a fixed-price mechanism. When no method is specified, fair value is generally determined by appraisal under California Corporations Code §2000 (for involuntary dissolution buyouts) or by negotiation between the parties.

What are appraisal rights in a California buyout?

Under California Corporations Code §1300 et seq., shareholders dissenting from certain reorganizations or mergers may demand fair value for their shares through a statutory appraisal process. The procedure has strict notice and timing requirements.

What is an earn-out and what disputes does it cause?

An earn-out is post-closing consideration contingent on the acquired business's performance. Disputes often center on whether the buyer operated the business in good faith to achieve the earn-out targets, accounting methodology, and what counts as revenue or EBITDA under the agreement.

What is the difference between an asset purchase and a stock purchase?

An asset purchase transfers specific assets and assumed liabilities; a stock purchase transfers ownership of the entity, including all assets and liabilities. Tax, indemnification, and post-closing liability exposure differ significantly between the two structures.

Can a minority shareholder force a buyout in California?

Sometimes. Under California Corporations Code §2000, a minority shareholder can demand a buyout of their shares at fair value when the majority files for involuntary dissolution. Outside that posture, buyout rights typically depend on the shareholder or operating agreement.

Talk to a San Diego Buyout Attorney

Khashayar Law Group serves clients throughout San Diego and California. Consultations are free and confidential. Call (858) 509-1550 or visit our office at 1350 Columbia St., Suite 303, San Diego, CA 92101.