Aventura's position in northeast Miami-Dade County places it at the intersection of South Florida's domestic business market and the international commerce corridor connecting the U.S. to Latin America and the Caribbean. Business exits here frequently involve cross-border ownership structures, international buyer interest, and the tax planning considerations that come with Florida's no-income-tax environment and its proximity to foreign capital sources. Our managing partner works directly with Aventura-area business owners preparing for exit, handling each engagement from initial structuring through closing.
Share the basics. Alex reviews every inquiry personally.
Submission Received
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
What We Do
Alex Lubyansky handles business exit & sell-side law work for buyers and sellers in Aventura and across the country. Here is what that looks like:
Sell-side legal representation for business owners
Exit readiness assessment and pre-sale preparation
Buyer vetting and offer evaluation
Purchase agreement negotiation on behalf of sellers
Representations and warranties management to minimize post-closing liability
Escrow and indemnification cap structuring
Non-compete and transition services agreement negotiation
Post-closing obligation management and earnout dispute support
Who We Serve
We work best with people who know what they want and are ready to move:
Business owners planning to sell within the next 6 to 24 months
Founders who received an offer and need legal counsel immediately
Family-owned businesses planning generational transitions through sale
Business owners approached by private equity firms or strategic buyers
Partners managing a business dissolution through sale of assets
Entrepreneurs ready to exit and move on to their next venture
See If Your Deal Is a Fit
Tell us what you are working on. We respond within one business day.
Submission Received
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
Our Process
A structured, methodical approach to business exit & sell-side law
1
Exit Readiness Review
We assess your corporate records, contracts, and legal standing to identify issues that could reduce your sale price or delay closing, and help you fix them before going to market.
2
Deal Strategy
We work with you and your advisors to define your priorities, whether that is maximizing cash at close, minimizing post-closing risk, retaining key terms, or achieving a clean break.
3
Offer Evaluation & LOI Negotiation
We analyze incoming offers and negotiate letter of intent terms that set you up for a successful transaction, including purchase price structure, exclusivity, and closing conditions.
4
Purchase Agreement Negotiation
Managing Partner Alex Lubyansky personally negotiates the definitive purchase agreement, fighting for seller-favorable terms on reps and warranties, indemnification, escrow, and closing mechanics.
5
Closing & Transition
We manage the closing process, coordinate with all parties, and handle transition services agreements and non-compete terms so you can exit on your terms.
We don't take every matter. Here is what happens when you reach out.
1
Personal Review (Within 24 Hours)
Alex reviews your transaction details personally. No intake coordinators, no junior associates screening your submission.
2
Fit Assessment
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.
3
Initial Conversation
If there is alignment, Alex schedules a direct call to discuss your transaction, timeline, and objectives.
4
Clear Engagement Terms
Before any work begins, you receive a written engagement letter with defined scope, timeline, and fee structure. No surprises.
Request Your Aventura Engagement Assessment
Alex Lubyansky handles every business exit & sell-side law engagement personally.
15+ years of M&A experience. Nationwide. One attorney on every deal.
Request Engagement Assessment
We review every transaction inquiry within one business day.
Submission Received
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
Questions to Ask Any M&A Attorney Before Hiring
Use these before you call any firm, including ours.
1. "Who will actually handle my transaction?"
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.
2. "How many M&A transactions has the lead attorney closed in the past 12 months?"
Volume indicates current, active deal experience, not just credentials from years ago.
3. "What is your experience with my deal size and industry?"
A $500K SBA acquisition and a $50M PE deal require different skill sets. Make sure the attorney has handled transactions similar to yours.
4. "Will you coordinate with my CPA, financial advisor, and broker?"
M&A transactions require a team. Your attorney should work with your other advisors, not in a silo.
5. "How do you handle post-closing disputes?"
Reps, warranties, and indemnification claims surface months after closing. Ask whether the firm handles post-closing litigation or refers it out.
6. "What is your fee structure, and what drives cost?"
Hourly, flat fee, or hybrid. Ask what factors increase legal costs so there are no surprises.
Frequently Asked Questions
Common questions from Aventura clients
How does FIRPTA affect a business sale in Aventura if the seller is a foreign national?
The Foreign Investment in Real Property Tax Act (FIRPTA) requires the buyer to withhold 15% of the amount realized on the disposition of a U.S. real property interest by a foreign person. If the business sale includes real property (owned real estate, long-term leasehold interests), FIRPTA withholding may apply. Even if the business itself is an asset sale without real property, the IRS may take the position that certain business assets constitute U.S. real property interests. Sellers who are foreign nationals should plan for FIRPTA withholding early in the transaction and consider applying for a withholding certificate (Form 8288-B) to reduce the withholding amount based on expected actual tax liability.
What should I know about selling a business in Aventura to an international buyer?
International buyers introduce several additional considerations: CFIUS review may be required if the business is in a sensitive industry (technology, defense-related, critical infrastructure); OFAC compliance screening of the buyer and their funding sources is essential; the purchase agreement should specify governing law, dispute resolution venue, and payment currency; and the closing process must account for international wire transfer requirements and anti-money-laundering compliance. Florida's Uniform Commercial Code and the state's strong court system make it a favorable jurisdiction for purchase agreement enforcement.
Does Florida's no-income-tax status affect how I should structure my business exit?
Florida's absence of a state income tax means sellers who are Florida residents keep more of the sale proceeds compared to sellers in high-tax states. However, the federal tax structuring of the exit remains critical. Asset sale vs. stock sale analysis, Section 1202 qualified small business stock exclusion, installment sale treatment for gain deferral, and opportunity zone reinvestment are all federal planning tools that apply regardless of state tax status. Sellers with international ownership interests may also need to coordinate with foreign tax advisors to manage treaty benefits and avoid double taxation.
When should I hire a lawyer to help sell my business?
Ideally, engage a business exit attorney 6 to 12 months before you plan to go to market. This gives us time to clean up corporate records, resolve potential deal-killers, and structure the company for maximum sale value. If you have already received an offer, contact us immediately so we can protect your interests from the start.
What does a business exit attorney do?
A business exit attorney represents you through every stage of selling your company, from pre-sale preparation through closing. This includes evaluating offers, negotiating the letter of intent and purchase agreement, managing due diligence requests, structuring protections against post-closing claims, and coordinating the closing itself.
How do I minimize my liability after selling my business?
Post-closing liability is one of the biggest concerns for sellers. Acquisition Stars negotiates tight limitations on your representations and warranties, caps on indemnification exposure, short survival periods, and basket and deductible structures that protect you from buyer claims after the sale closes.
How long does it take to sell a business?
From the time you accept a letter of intent, most deals close within 60 to 120 days. The full process, including pre-sale preparation and marketing, can take 6 to 12 months. Acquisition Stars keeps deals on schedule by responding quickly, anticipating issues, and pushing the process forward without unnecessary delays.
Why choose Acquisition Stars to represent me as a seller?
Managing Partner Alex Lubyansky personally handles every sell-side engagement, bringing 15+ years of exclusive M&A experience to your transaction. You are not handed off to a junior associate. You get experienced counsel with the personal attention and responsiveness that a deal of this importance deserves.
How do Florida non-compete laws affect business exit & sell-side law transactions?
Florida has one of the strongest non-compete enforcement frameworks in the country under Florida Statute Section 542.335. Courts presume reasonable any restraint of six months or less, apply a rebuttable presumption of reasonableness for restraints up to two years, and presume unreasonable any restraint exceeding two years. Courts may not consider the hardship to the restricted party when deciding enforceability. Blue-penciling and reformation are expressly authorized.
What are the Florida tax considerations for a business exit?
Florida imposes a 5.5% corporate income tax but has no personal income tax. This makes Florida particularly attractive for S-corp and LLC acquisitions, as pass-through income to Florida-resident owners avoids state income taxation. Asset purchases benefit from Florida's favorable treatment of intangible property (no intangible tax since 2007).
Does Florida have a bulk sales law that affects business acquisitions?
Florida has repealed UCC Article 6 (Bulk Sales). However, Florida Statute Section 212.10 imposes successor liability on buyers of business assets for the seller's unpaid sales tax. Buyers must request a tax clearance letter from the Florida Department of Revenue. Closing without a clearance letter exposes the buyer to the seller's tax debt, up to the purchase price.
What can I expect during an initial consultation in Aventura?
During your confidential initial consultation in Aventura, we'll discuss your business exit & sell-side law needs, review your current situation, assess potential challenges specific to Florida, and outline a clear path forward. We'll explain our process, answer your questions, and determine if we're the right fit for your needs.
Do you work with companies outside of Aventura?
Yes, we represent clients nationwide while maintaining a strong presence in Aventura. Our managing partner handles business exit & sell-side law matters across all 50 states, coordinating with local counsel where state-specific requirements apply.
Need Specific Guidance?
Submit your transaction details for a preliminary assessment by our managing partner
Submit transaction details and Alex will respond directly.
Submission Received
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
M&A Market: Aventura & the Miami Metro
Miami has emerged as a major M&A hub driven by the influx of financial services firms, tech companies, and hedge funds relocating from the Northeast. The city's position as a gateway to Latin America creates unique cross-border deal flow in import/export, hospitality, and real estate services. South Florida's rapid population growth is fueling acquisitions in healthcare, insurance, and home services.
Top M&A Sectors Near Aventura
Financial Services
Hospitality & Tourism
Healthcare
Real Estate Services
International Trade
Deal Environment
Miami's booming economy has attracted significant PE capital, creating competitive dynamics for quality targets in healthcare and technology. Cross-border transactions require counsel experienced in both US deal structures and Latin American business customs.
Why Acquire in the Miami Area
Florida's explosive population growth (adding 1,000+ residents per day) creates organic revenue growth for acquired businesses, making South Florida targets particularly attractive to growth-oriented acquirers.
Florida Legal Considerations
Florida enforces non-compete agreements more broadly than most states, with courts applying a 'reasonableness' standard that generally favors enforcement - this gives buyers stronger tools to protect acquired business value through employee retention.
Aventura M&A Market Insight
Aventura and the surrounding northeast Miami-Dade corridor host a concentration of international trading companies, import/export businesses, luxury retail operations, and professional services firms that serve both domestic and Latin American markets. Business exits in this area often involve ownership structures that span multiple jurisdictions, with principals who hold dual citizenship or maintain business interests across the U.S. and Latin America. The buyer pool is frequently international, which introduces CFIUS considerations for certain industries and foreign investment compliance requirements. Florida's lack of a state income tax is a significant draw for both sellers (who retain more of the proceeds) and international buyers (who value the tax efficiency of Florida-based operations). The Aventura area also generates deal flow in healthcare services, med-spa and wellness businesses, and real estate-adjacent service companies.
Common Deal Scenarios in Aventura
1
International Business Exit with Cross-Border Ownership
Selling a business with owners in multiple jurisdictions involves coordinating tax planning across U.S. federal law and the applicable foreign tax treaties, structuring the transaction to minimize double taxation, addressing FIRPTA (Foreign Investment in Real Property Tax Act) withholding if the seller is a foreign person, and managing the closing process across time zones and legal systems. Purchase agreements in these transactions must specify governing law, dispute resolution jurisdiction, and currency for payment.
2
Healthcare or Med-Spa Business Sale in South Florida
Aventura's affluent demographics support a concentration of healthcare practices, med-spas, and wellness businesses. Selling these businesses involves professional licensing transfer considerations, patient record transition protocols (HIPAA compliance), equipment lease assumptions, and analysis of whether the business qualifies for Florida's corporate practice of medicine exemptions. Non-compete provisions in healthcare business sales are enforceable in Florida under Statute 542.335, which is a significant asset protection tool for buyers.
3
Import/Export or Trading Company Disposition
International trading companies in the Aventura corridor often have complex supplier and customer relationships spanning Latin America. Exit transactions require analysis of cross-border contract assignability, customs bond and license transfers, foreign corrupt practices act compliance history, and accounts receivable collectability across jurisdictions. Buyers of trading companies focus heavily on customer relationship continuity, which makes the seller's transition services and non-compete provisions central deal points.
Why Aventura for M&A
Aventura sits at the crossroads of South Florida's domestic M&A market and its international commerce corridor. Business exits here carry complexity that goes beyond typical domestic transactions: cross-border ownership structures, international buyer due diligence, FIRPTA considerations, and the coordination of U.S. and foreign tax planning. Florida's business-friendly legal environment and no-income-tax status attract both sellers and buyers, but the international dimension of the Aventura market requires counsel experienced in the regulatory and structural considerations that cross-border transactions demand.
Florida Legal Considerations for Business Exit & Sell-Side Law
Non-Compete Laws
Strongly enforced under statutory framework (Section 542.335). Hardship to employee not considered.
Filing Requirements
Entity mergers, conversions, and dissolutions require filing with the Florida Division of Corporations (Sunbiz). Bulk asset purchasers must obtain a clearance letter from the Department of Revenue. Professional license transfers require separate filings with the Department of Business and Professional Regulation.
Key Florida Considerations
Florida's non-compete statute expressly prohibits courts from considering the hardship to the restricted party, making it one of the most employer-friendly non-compete regimes in the country
Florida has no personal income tax, which significantly affects deal structure and makes pass-through entity acquisitions (S-corps, LLCs) particularly tax-efficient for Florida-resident buyers
Florida's homestead exemption (unlimited value, subject to acreage limits) can complicate personal guarantees and indemnification provisions in acquisition agreements involving individual sellers
Guides and Resources
In-depth guides to help you prepare for your transaction
Attorney perspective on business exit attorney matters
"Sellers who wait until they have a buyer to think about legal structure end up leaving money on the table. The time to prepare for a sale is 12 to 18 months before you expect to close. Everything from tax structure to contract cleanup affects what a buyer will pay."
Alex Lubyansky, Managing Partner
On pre-sale preparation timelines (Client engagement letter)
15+ years of M&A and securities transaction experience·Managing Partner on every engagement·Admitted in Michigan, practicing nationwide
