By Alex Lubyansky Managing Partner Last updated
Looking for a business acquisition lawyer in Texas? Acquisition Stars advises buyers and sellers on business acquisition lawyer matters across Texas.
Serving clients across Texas.
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For a buyer acquiring a Texas business as the first company in a larger group, the legal assignment has two parts: document this purchase and establish who can make decisions for the next one. The acquisition entity, ownership arrangements, financing approvals and operating contracts need to fit together. A signed purchase agreement does not resolve an unclear approval chain or tell the operating team which company should enter the next customer contract.
Alex Lubyansky's archived LinkedIn commentary puts the governance issue plainly: "Trust is beautiful. It's not a business structure." Applied to an acquisition platform, the practical question is who has authority to approve debt, admit an investor, commit to an add-on or change the deal terms. Those answers belong in the relevant governing documents and approvals, alongside the commercial agreement among the people funding and running the business.
Texas also adds a concrete closing dependency. The Texas Comptroller's guidance on buying an existing business addresses tax-specific Certificates of No Tax Due and purchaser withholding obligations. An agreement that assigns old taxes to the seller is not a substitute for reviewing that process. Put the certificate request, any unresolved amount and the proposed closing treatment on the same checklist as lender funding and required third-party consents.
Enforceable only if ancillary to an otherwise enforceable agreement. Mandatory reformation.
Texas has no corporate income tax and no personal income tax. The state imposes a Franchise (Margin) Tax on entities with total revenue exceeding $2.47 million (2024 threshold), at rates of 0.375% (retail/wholesale) or 0.75% (other). As a community property state, Texas gives each spouse sole management and disposition of the community property that spouse would have owned if single, and leaves the remaining community property to the joint management of both spouses unless they agree otherwise in writing, under Tex. Fam. Code 3.102. The no-income-tax environment significantly affects deal structuring.
Acquisition Stars handles M&A transactions for Texas clients and works with securities counsel on securities matters. Alex Lubyansky leads every M&A engagement.
Start with the current entity chart, ownership records, investor approvals and proposed acquisition entity. Identify which decisions apply to the group and which belong only to this Texas target.
Record the responsible person, evidence needed and decision date for financing, material contract consents, tax clearance review and transaction approvals. A requested document is not the same as a satisfied condition.
Compare the LOI, purchase agreement, financing terms and any rollover arrangements. Escalate inconsistent obligations before they become competing instructions at closing.
Keep signed authority records, accepted drafting positions and outstanding obligations with the closing set. The next deal should begin with current facts, not an unexplained copy of the last draft.
Bring the entity chart, investor and decision-maker list, proposed or signed LOI, financing plan, target business description and expected acquisition sequence. That lets counsel distinguish the first transaction's scope from the structure and documentation needed for later purchases.
No. The entity's ownership, decision authority, funding, contracts and relationship to the other companies still need review. Tax and accounting advisors should evaluate their parts of the structure alongside transaction counsel; there is no universal entity chart for every acquisition.
The Comptroller describes purchaser obligations concerning a seller's unpaid state taxes. Counsel should connect the applicable certificate and withholding process to the closing conditions and payment instructions rather than rely only on a seller's contractual promise.
Those can be scoped as related workstreams: initial organization and transaction preparation, followed by target-specific diligence, drafting and closing. The acquisition cadence and complexity determine the scope. Submit transaction details so the engagement can be assessed against the actual plan.
Alex Lubyansky leads every business acquisition law engagement, with an associate supporting the work.
M&A counsel since 2013. Nationwide practice. LOI through closing.
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
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