Jonathan Rubens is a Partner at Moscone, Embridge & Rubens in San Francisco, California, where he has been practicing for more than 20 years. His work centers on representing business owners, entrepreneurs, and investors across a wide range of corporate and transaction matters—with a clear focus on mergers and acquisitions, particularly sell-side M&A.
Working primarily in the small to lower middle market, Jonathan helps owners navigate one of the biggest transitions of their lives: selling a company they’ve built. As he puts it, “my special sauce in what I do is to help business principals really understand the process, and I take them through it from soup to nuts.” That end-to-end support includes helping clients assemble the right team—bankers, consultants, and specialists—then guiding them through negotiations, documentation, and ultimately closing.
Drawn to builders, stories, and what’s next
Like many attorneys, Jonathan’s initial interest in law started with exposure to the profession and a fascination with the academic side. But his real professional pull became clear once he started working with the people behind companies.
He was drawn to entrepreneurs, owners, principals, and families who run businesses—and to the unique story behind each one. For Jonathan, the best part of the work is the variety: “understanding what it is they’ve built or are building, helping understand their vision, and then helping them achieve their transactions.” Whether it’s enterprise software or the latest wave of AI startups, he approaches each engagement as a new story to understand—and a new set of goals to help bring to life.
A practical approach to risk and decision-making
High-stakes decisions are unavoidable in deal work, but Jonathan’s approach emphasizes clarity over complexity. He aims to ensure clients truly understand what’s in front of them, the options available, and the risks associated with each path.
At the same time, he believes part of his responsibility is to guide—not simply present choices. He doesn’t want clients to feel alone when decisions need to be made. Instead, he focuses on providing recommendations that align with their priorities and real-world context.
That perspective has been shaped by working closely with business owners over time—especially their need for momentum and forward movement. As Jonathan explains, “Business owners want to know what to do next, which way to go, what the risks are, and then proceed.”
Where legal strategy meets exit planning
Jonathan sees legal strategy as deeply intertwined with exit planning well before a buyer enters the picture. One of the most valuable contributions an attorney can make early on is helping owners identify issues that could concern an acquirer later—before they surface in due diligence or negotiations.
He also encourages owners to think beyond closing day. Exit planning isn’t just about the transaction; it’s also about positioning a seller for what comes after. That means collaborating early with tax specialists and estate planning professionals so sellers can understand how to structure their exit for both efficiency and long-term outcomes.
Just as importantly, Jonathan believes advisors can help owners align the deal structure with what they want next—whether that involves a new venture, a new entity, or the freedom to pursue the next chapter intentionally.
Common risks when owners wait too long
One of the biggest risks Jonathan sees is delay—owners waiting too long to bring professionals in, or postponing known issues until a deal feels “real.” That might mean putting off employment compliance work, delaying a tax matter, or stalling on contract negotiations.
From Jonathan’s perspective, addressing those issues early protects value and prevents unnecessary friction. The more proactively owners “button up” the business, the fewer distractions buyers have to slow the process—or discount the deal.
Reframing the role of attorneys in exit planning
A misconception Jonathan often encounters is that attorneys are only brought in to draft the purchase agreement. In his view, that sells short the strategic value legal counsel can bring to an entire transaction lifecycle.
As he explains, “I think that a lot of business owners think the lawyers are purely scriveners. We’re there to draft the purchase agreement, and maybe not that much more.” In reality, he believes attorneys play a critical role in helping sellers identify risks early, prevent deals from going sideways, and protect them through post-closing mechanisms such as purchase price adjustments, earn-outs, and post-closing claims.
One piece of advice for owners—before they ever sell
If Jonathan could offer one foundational piece of guidance to business owners, it would be this: “Do some kind of legal audit of your company before you sit down with prospective buyers, or even with an investment bank to talk about taking your company to market.”
He describes the audit as a practical check on the “legal health” of the company—employment and HR concerns, unresolved claims, vendor/customer issues that could become disputes, undocumented relationships, and, especially, the clarity of ownership records. Any of these can create real problems—or at a minimum, suppress value when the company goes to market.
The value of XPX NorCal
Jonathan appreciates XPX as more than a networking community. For him, the real value lies in the depth—knowledge sharing, real-world deal conversations, and the chance to learn how other advisors actually work.
He points to XPX NorCal’s format—high-quality presentations followed by small breakout discussions—as a key differentiator. Those breakouts create space for members and guests to discuss real examples and “sound out” peers on issues they encounter in their work.
And the community has had a direct impact on his own practice. Jonathan shared how presentations—particularly from tax and estate planning specialists—have shaped the strategies he brings back to clients, including trust structures and planning considerations that can meaningfully affect outcomes before and after a transaction.
When asked what stands out most for someone considering joining, Jonathan captured it simply: “XPX is not only a place to network with or share a drink with another M&A lawyer, investment banker, or tax specialist. It’s a place where you really can forge a relationship with those people, and actually get a sense of what it’s like to work with them.” In his view, that understanding—how people think, how they partner, and how they operate in real-deal environments—is what makes the community powerful.
Life outside the deal table
Outside of his practice, Jonathan recharges the way many Bay Area professionals do: by getting outdoors and moving. In winter, he’s thinking about snow and skiing—he recently spent time at Mammoth Mountain and skied for five days. At home, he’s a runner and cyclist, and he loves how accessible the outdoors is in Marin and across the region.
And then there’s a surprising passion many might not expect: baking. Jonathan shared, “I’m a baker.” He’s been gluten-free for about 10 years, and several years ago, he set out to master gluten-free bread—especially sourdough. Today, he bakes frequently and says his loaf is “among the best you can find in the Bay Area, I swear.”
As for what that passion could become over time? Jonathan joked, “Maybe my post-retirement career is a bread truck that goes around the Bay Area. We’ll see.”
