Tennessee non-compete enforcement and earn-out exposure
Enforceable with blue-pencil available. Independent consideration required post-hire.
"Sign a weak LOI, and you'll spend months watching your deal terms erode."
Buying a business is one of the highest-stakes decisions you will make. Our Collierville business acquisition lawyers bring 15+ years of transaction experience and personal Managing Partner involvement to every deal, guiding buyers through acquisitions across Healthcare, Logistics, Finance with the strategic precision and speed your timeline demands.
Share the basics. Alex reviews every inquiry personally.
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
Alex Lubyansky handles business acquisition law work for buyers and sellers in Collierville and across the country. Here is what that looks like:
We work best with people who know what they want and are ready to move:
Tell us what you are working on. We respond within one business day.
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
A structured, methodical approach to business acquisition law
We review the target business, your acquisition goals, and the proposed deal terms to develop a strategic game plan tailored to your specific situation.
Managing Partner Alex Lubyansky leads a thorough investigation of the target's contracts, liabilities, intellectual property, and regulatory standing to surface risks before you commit.
We structure the transaction to optimize risk allocation and negotiate purchase agreements, employment agreements, and ancillary documents that protect your interests.
We manage the closing checklist, coordinate with lenders and third parties, and ensure every condition is satisfied so your deal closes on schedule.
After the deal closes, we assist with purchase price adjustments, earnout calculations, transition matters, and any post-closing disputes that arise.
We don't take every matter. Here is what happens when you reach out.
Alex reviews your transaction details personally. No intake coordinators, no junior associates screening your submission.
We evaluate whether your deal aligns with our practice. Not every matter is a fit, and we will tell you directly if it is not.
If there is alignment, Alex schedules a direct call to discuss your transaction, timeline, and objectives.
Before any work begins, you receive a written engagement letter with defined scope, timeline, and fee structure. No surprises.
Alex Lubyansky handles every business acquisition law engagement personally.
15+ years of M&A experience. Nationwide. One attorney on every deal.
We review every transaction inquiry within one business day.
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
Use these before you call any firm, including ours.
At many firms, a partner sells the work and a junior associate does it. Ask for the name of the attorney who will draft and negotiate your documents.
Volume indicates current, active deal experience, not just credentials from years ago.
A $500K SBA acquisition and a $50M PE deal require different skill sets. Make sure the attorney has handled transactions similar to yours.
M&A transactions require a team. Your attorney should work with your other advisors, not in a silo.
Reps, warranties, and indemnification claims surface months after closing. Ask whether the firm handles post-closing litigation or refers it out.
Hourly, flat fee, or hybrid. Ask what factors increase legal costs so there are no surprises.
Common questions from Collierville clients
Submit your transaction details for a preliminary assessment by our managing partner
Submit Transaction DetailsSubmit transaction details and Alex will respond directly.
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
Memphis's M&A market is defined by its status as America's logistics capital, home to FedEx's global hub and one of the nation's busiest cargo airports and inland ports. This logistics infrastructure has spawned hundreds of warehousing, freight brokerage, and third-party logistics companies in the $2M-$30M range that are prime acquisition targets. Beyond logistics, Memphis drives deal activity in healthcare (St. Jude Children's Research Hospital, Methodist Le Bonheur), food and agriculture, and a growing music and entertainment services sector.
Memphis offers strong deal flow in logistics and distribution, with the FedEx ecosystem creating a continuous pipeline of founder-owned businesses reaching acquisition scale. Healthcare deals are competitive due to institutional buyer interest, but logistics and industrial businesses trade at reasonable multiples with predictable cash flows.
Memphis's logistics infrastructure is a moat: acquiring a distribution or freight business here means access to FedEx's global hub, four Class I railroads, and America's fourth-largest inland port, creating operational advantages that are nearly impossible to replicate. Tennessee's lack of state income tax on wages adds immediate bottom-line value to acquisitions.
Tennessee enforces non-compete agreements under a reasonableness analysis and recently enacted the Tennessee Lawful Employment Act requiring E-Verify compliance, which acquirers must factor into workforce due diligence; the state has no bulk sales act, but Tennessee's franchise and excise tax obligations transfer with going-concern business sales and require careful clearance.
Enforceable with blue-pencil available. Independent consideration required post-hire.
Entity mergers and conversions must be filed with the Tennessee Secretary of State. Annual reports are required. The Department of Revenue handles franchise and excise tax registrations.
Tennessee Bar Association. Voluntary bar. The Tennessee Supreme Court handles attorney admission separately via the Board of Law Examiners.
Bar association websiteFederal districts: E.D. Tenn., M.D. Tenn., W.D. Tenn.
Business court: Tennessee Chancery Court Business Court Docket (established 2015) Business court docket operates within the Davidson County Chancery Court (Nashville) and Shelby County Chancery Court (Memphis). Tennessee chancery courts historically have equity jurisdiction over business matters.
Nashville drives Tennessee M&A across healthcare services, music and entertainment, hospitality, and technology; Memphis generates deal flow in logistics, distribution, and healthcare.
Watchpoints
These are the items we see derail business acquisition law transactions in the Collierville market. Each one is rooted in current statutory law, recent legislative changes, or recurring patterns from the deals Alex has handled.
Enforceable with blue-pencil available. Independent consideration required post-hire.
"Sign a weak LOI, and you'll spend months watching your deal terms erode."
Securities regulated by Tennessee Department of Commerce and Insurance Securities Division (tn.gov/commerce/securities). Blue Sky notice filings required for Reg D.
When the other side returns a redlined definitive, you don't need to be an attorney to scan the document and see whether it's signal or noise. If the entire document is now red, you can see it visually. The quick scan is whether these are actually important points or whether this is grammatical nitpicking for the sake of grammatical nitpicking. The latter is a pretty big red flag pretty quickly. In a good transaction, the redlining focuses on risk allocation, earnouts, exclusivity. The structural points that matter to the client on either side. That's fair. That's fine. When you see the same point reraised three rounds later, you have to ask whether that's a memory problem or just another way to keep the meter running. Sometimes I wonder if the firms are working together to make sure it goes back and forth. I'm not part of that.
In-depth guides to help you prepare for your transaction
Key considerations for sellers navigating the M&A process with legal representation.
Read guideA structured approach to legal, financial, and operational due diligence.
Read guideUnderstanding the binding and non-binding elements of each document.
Read guideCommon deal-killers and how experienced counsel helps prevent them.
Read guideWhat buyers should look for in a Franchise Disclosure Document.
Read guideUse these tools to prepare for your transaction. Professional analysis at your fingertips.
Acquisition Stars represents clients across Tennessee and nationwide. Alex Lubyansky handles every engagement personally.
Don't see your city? View all Business Acquisition Lawyer service areas or contact us directly.
"The fastest way to test whether a system actually rewards merit is to put money on the line and let anyone come at you."
15+ years of M&A and securities transaction experience Senior counsel on every engagement Admitted in Michigan, practicing nationwide
Reviewed by Alex Lubyansky on . Read full bio
Alex Lubyansky handles every engagement personally. Tell us about your transaction and we will let you know if there is a fit.
Tell us about your deal. We review every submission and respond within one business day.
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
One attorney on every deal. Nationwide. 15+ years of M&A experience.