Business Exit Attorney • Boston, Massachusetts

Business Exit Attorney in Boston

You built your business. We protect what you have built when it is time to sell. Our Boston business exit attorneys represent owners selling companies across Biotech, Healthcare, Technology, providing strategic sell-side counsel that maximizes your value, protects your interests, and gets the deal across the finish line.

Selective M&A Practice
Personal Attention
Managing Partner on Every Deal

What We Do

Our managing partner provides selective business exit & sell-side law counsel to clients in Boston and nationwide, including:

  • 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 engage selectively with capitalized founders and investors in Boston and nationwide:

  • 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

The Boston M&A Market

Boston is the global epicenter of biotech and life sciences M&A, with Kendall Square and the Route 128 corridor housing the densest concentration of biotech companies outside San Francisco. Beyond life sciences, the region drives significant deal activity in financial technology, education technology, and defense contracting. The region's deep research university ecosystem (MIT, Harvard, Tufts) produces a steady stream of spinoff companies ripe for acquisition.

Top M&A Sectors in Boston

  • Biotech & Pharma
  • Financial Technology
  • Education Technology
  • Healthcare IT
  • Defense & Cybersecurity

Deal Environment

Boston's biotech-heavy deal market means acquirers often face complex IP due diligence involving university licenses, clinical trial data, and FDA regulatory considerations. Competition from large pharma strategic acquirers can push valuations higher for promising targets.

Why Acquire in Boston

Boston's concentration of world-class research institutions and highly educated workforce creates a self-reinforcing ecosystem where acquired companies can access talent, partnerships, and capital unavailable in other markets.

Massachusetts Legal Considerations

Massachusetts enacted the Noncompetition Agreement Act in 2018, limiting non-competes to 12 months and requiring garden leave pay - buyers must evaluate existing employee agreements during due diligence as many pre-2018 agreements may now be unenforceable.

Why Clients in Boston Engage Acquisition Stars

We specialize in biotech and life sciences securities transactions, understanding the unique regulatory and scientific complexities of this sector.

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.

"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 preparing businesses for sale

Massachusetts Legal Considerations for Business Exit & Sell-Side Law

Non-Compete Laws

Restricted with 12-month cap and garden leave requirement. Sale-of-business exception.

Filing Requirements

Entity mergers and conversions require filing with the Massachusetts Secretary of the Commonwealth, Corporations Division. The Department of Revenue requires tax waivers for asset purchases. Professional corporations require additional filings with the relevant licensing board.

Key Massachusetts Considerations

  • Massachusetts's Noncompetition Agreement Act requires garden leave pay (50% of highest salary in the last 2 years) during the restricted period, making non-compete retention in acquisitions expensive
  • The 4% millionaire surtax (effective 2023) significantly affects after-tax proceeds for high-value deal principals selling pass-through entities
  • Massachusetts has extensive biotech and life sciences tax incentive programs (MLSC) that can affect valuation of acquired entities with qualifying activities

Discuss Your Business Exit & Sell-Side Law Needs in Boston

Submit your transaction details for a preliminary assessment by our managing partner.

Your information is kept strictly confidential and will never be shared. Privacy Policy

Frequently Asked Questions

Common questions from Boston clients

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 Massachusetts non-compete laws affect business exit & sell-side law transactions?
Restricted under the Massachusetts Noncompetition Agreement Act (effective October 1, 2018). Non-competes are limited to 12 months (or 24 months if the employee breached a fiduciary duty). Prohibited for nonexempt employees, employees terminated without cause, employees under 18, and undergraduate/graduate students in internships. The employer must provide "garden leave" (50% of highest salary in the last 2 years) or other mutually agreed consideration. Non-competes in connection with the sale of a business are exempt from these restrictions.
What are the Massachusetts tax considerations for a business exit?
Massachusetts imposes a flat 8% corporate excise tax on net income, plus a non-income measure (either net worth or tangible property). The state recently enacted a 4% surtax on personal income over $1 million (the "Fair Share Amendment"), which affects high-income sellers and pass-through entity owners.
Does Massachusetts have a bulk sales law that affects business acquisitions?
Massachusetts has repealed UCC Article 6 (Bulk Sales). However, Massachusetts General Laws Chapter 62C, Section 51 imposes successor liability on asset purchasers for the seller's unpaid taxes. Buyers must request a tax waiver from the Department of Revenue before closing.
What can I expect during an initial consultation in Boston?
During your confidential initial consultation in Boston, we'll discuss your business exit & sell-side law needs, review your current situation, assess potential challenges specific to Massachusetts, 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 Boston?
Yes, we represent clients nationwide while maintaining a strong presence in Boston. 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

Business Exit & Sell-Side Law Counsel in Boston

Our managing partner provides selective business exit & sell-side law counsel for transactions nationwide. Submit your transaction details for a preliminary assessment.

Request Engagement Assessment

Submit transaction details for review. We engage selectively with capitalized buyers and sellers.

Your information is kept strictly confidential and will never be shared. Privacy Policy

Selective M&A practice - Nationwide reach - Managing partner on every deal