Picture a California HVAC contractor who has spent 35 years climbing into attics. He’s finally ready to put down the ladder.
But first he needs to sell the business.
According to a 2025 Small Business Retirement Report, one-in-five small business owners have no retirement savings at all. The majority have less than $50,000 saved – well below what their counterparts in corporate America have saved for retirement.
That shouldn’t surprise anyone who has made payroll, replaced a service truck or signed a lease on a bigger shop. When there’s money left over, it often goes right back into the business.
That means these small businesses, oftentimes, represent the owner’s largest retirement asset.
Now, as baby boomers get ready to hand over the keys, Sacramento is considering a proposal that could give billboard lawyers a chance to take a cut on the way out.
The California Law Revision Commission (CLRC), a state panel that recommends changes to state law to the Legislature, has drafted a proposal to expand state antitrust law that governs mergers and acquisitions. That is an important objective – some deals deserve scrutiny. A sale can be good for the owner and still leave customers with fewer choices, or workers with fewer places to work.
But protecting competition requires careful distinctions. Policing mergers and acquisitions may make you think of a Wall Street boardroom, but they also describe a local auto repair shop buying a second location or a pest control company taking over a retiring owner’s route. California should be equally attentive to the risk of burdening lawful transactions with costly litigation.
For our HVAC contractor, the more immediate question is who gets to sue. Instead of small business acquisitions being potentially governed by the California Attorney General or local district attorneys, this new proposal would allow private lawyers to sue in an attempt to block a business sale – or extract a costly settlement.
Imagine the contractor finally finds a buyer willing to keep his technicians on and honor existing service contracts. The buyer has lined up financing. The owner is counting on the proceeds to retire. Then a private plaintiff challenges the deal.
A judge can order the sale blocked. The lawsuit alone can be enough to make the buyer think twice.
Financing commitments have deadlines. Buyers have alternatives. Employees need answers. Even if the owner thinks the claim will fail, settling can start to look cheaper than defending the sale. Winning in court months later won’t bring back a buyer who’s moved on.
Billboard lawyers understand that arithmetic, and they understand that even a weak claim can carry considerable negotiation power. The closer the closing date, the more an owner stands to lose by fighting.
If this proposal becomes law, billboard lawyers will have a lucrative new reason to scour retirement announcements in the local chamber of commerce newsletter – hunting for an easy payday.
California lawmakers should reserve enforcement of whatever new merger policies they enact for public prosecutors. The attorney general and district attorneys can bring cases when a deal threatens competition and decide whether intervening serves the public interest.
Particularly in this era of sky-high cost of living and serious affordability issues, California should encourage people to start businesses, hire their neighbors and build something worth passing on. That includes giving them a fair shot at selling when their working years are over.
The mechanic who spent decades under the hood, the pest control operator who built a route one customer at a time and the HVAC contractor ready to put down the ladder have earned that chance.
Their retirement shouldn’t become another payday for billboard lawyers.
Jaime Huff is president and CEO of the Civil Justice Association of California