from Planning to Closing, we’re in your corner
We guide clients through the full lifecycle of business transactions, from strategic planning to closing and integration. Our team counsels buyers, sellers, and investors in asset and stock deals, mergers, business successions, and franchise transfers, with particular experience in highly regulated industries like automotive retail.
Whether you're navigating due diligence, negotiating deal terms, or addressing financing and securities compliance, we bring practical insight, focused execution, and deep industry knowledge to every transaction.
All related services
- Supporting dealerships in ownership transitions with counsel that ensures smooth, successful transactions
- M&A Due Diligence
- Partnering with dealers on franchise agreements, compliance, and manufacturer obligations.
- We counsel families on securities compliance, investments, and transactions to ensure their activities meet regulatory standards.
- We strengthen governance structures for family businesses, providing frameworks that balance entrepreneurial vision with accountability and stability
- For families with closely held companies, we provide practical strategies for leadership transitions that secure continuity and reduce conflict.
- International Business Transactions
- International Corporate and Business Matters
precision engineering, Precision details
Just as precision defines the automotive industry, it also defines our approach to complex transactions. Our M&A team brings the same attention to detail and focus on performance that clients expect from the cars they sell.
The representative matters below highlight how we deliver carefully structured, well-executed deals that protect value and drive long-term success.
Representative matters
- Oversaw and steered homologation process with the National Highway Traffic and Safety Administration for sale to general public.
- Concurrent sale of real estate under the Ferrari dealership.
- Sale of a Ferrari dealership for $26 million.
- Stock sale of Hyundai dealership.
- Bundled asset sale of a Chevrolet and Ford dealership in the amount of $20 million.
- Asset sale of a Ford dealership.
- Asset sale of a Ford dealership.
- Asset purchase of a Hyundai dealership based in San Diego County.
- Represented a Collision Star franchisee on an asset sale.
- Dealership asset purchase of a BMW dealership and MINI dealership in the amount of $40 million.
- Dealership asset sale.
- Performed due diligence on compliance and legal operations of existing California-based target company for acquisition by Mexico-based company. Handled initial and ongoing legal compliance and legal operations for new California operations of Mexico-based company.
- Represented the children of the founder of a Silicon Valley-based business in formalizing the transition of ownership. Negotiated, structured, and documented the transfer of legal and beneficial ownership from the founder to the next generation, preserving financial benefits for the founder and immediate family while navigating the complexities of maintaining Subchapter S status, including restrictions on allocating profits and losses strictly in proportion to share ownership.
- Advised a high-net-worth individual in Central California on facilitating a generational transfer through the acquisition of a profitable motor vehicle dealership by younger family members. Provided guidance on the dealership M&A transaction while structuring intergenerational financing to make the acquisition feasible. The matter combined corporate and private wealth planning to ensure business continuity and achieve family wealth transfer objectives.
- Represented a privately held, family-owned enterprise in the sale of a premier collectible asset business to a globally recognized cultural institution. The transaction involved navigating a complex regulatory landscape, including the transfer of operating permits, licenses, and other critical assets to ensure operational continuity. Our role balanced the private wealth client’s objectives with the commercial considerations of selling to a multinational institution.
- Representing majority heirs of a U.S.-based legacy automotive portfolio in disputes with a minority shareholder, the firm is leveraging its franchise and M&A expertise to facilitate the $50M sale of the portfolio to a third-party buyer, resolving longstanding ownership and control issues.
- Represented a joint venture comprising two high-net-worth individuals and investment fund participants in the $60 million sale of a major Southern California business line to a family office. Our role included structuring and negotiating deal terms while safeguarding the interests of both individual and institutional stakeholders
- Advised a trustee of a Northern California trust holding a significant regional employer and retail enterprise. Developed an ownership transfer and governance plan that balanced transferring business ownership to a key employee while maintaining appropriate trustee oversight. Crafted strategies to integrate family members and beneficiaries into management roles, safeguarding family wealth and ensuring continuity of business operations.
- Represented a family office and its portfolio company in a high-stakes private arbitration in Los Angeles. The dispute involved alleged breaches of warranty and misrepresentation regarding representations and omissions about future business opportunities and profitability in connection with the acquisition of multiple retail outlets valued at over $100 million. The arbitration included more than a week of testimony and was subsequently reviewed by a three-member arbitration panel following the initial decision
- Drafted board and shareholder resolutions and other ancillary documents, in connection with asset and stock acquisitions.
- Researched target popular e-commerce company and conducted a risk assessment; drafted key agreements in connection with the acquisition, incorporating identified risk considerations.
- Supported the closing of a minority interest purchase in a multi-location automotive dealership, including review of transaction documents and coordination of closing deliverables.
- Dealership asset sale wherein the consideration exchanged for the goodwill was $4.5 million.
- Buy/sell representation of auto dealerships. Supervised the purchase and sale of retail automotive franchises and body shops.
- Automobile dealership $50M debt restructuring, real estate and capital acquisition deal. Scali Rasmussen provided legal counsel to a large and growing dealer group in California in a complicated debt restructuring and real estate and capital acquisition transaction involving multiple parties and many moving parts. This deal allowed the auto dealer group to triple in size and continue to grow.
A depth of expertise
