You built your business. We protect what you have built when it is time to sell. Our Happy Valley business exit attorneys represent owners selling companies across Technology, Healthcare, Real Estate, providing strategic sell-side counsel that maximizes your value, protects your interests, and gets the deal across the finish line.
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 Happy Valley 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 Happy Valley 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 Happy Valley 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 Oregon non-compete laws affect business exit & sell-side law transactions?
Restricted under ORS 653.295 (amended effective January 1, 2022). Non-competes are limited to employees who are engaged in administrative, executive, or professional roles and earn above the state median household income (approximately $76,000). The maximum duration is 12 months. Employers must inform employees of the non-compete terms at least two weeks before the start of employment or upon a bona fide advancement. Non-competes in connection with the sale of a business are exempt.
What are the Oregon tax considerations for a business exit?
Oregon imposes a corporate excise tax with a minimum tax based on Oregon sales (ranging from $150 to $100,000) plus a 6.6% rate on the first $1 million of taxable income and 7.6% above $1 million. Oregon has no sales tax, which eliminates successor sales tax liability in asset purchases. The Corporate Activity Tax (CAT) adds a 0.57% tax on gross receipts over $1 million.
Does Oregon have a bulk sales law that affects business acquisitions?
Oregon has repealed UCC Article 6 (Bulk Sales). The Oregon Department of Revenue may impose successor liability on asset purchasers for the seller's unpaid taxes. Oregon Revised Statutes Section 305.620 provides for tax liens that follow assets.
What can I expect during an initial consultation in Happy Valley?
During your confidential initial consultation in Happy Valley, we'll discuss your business exit & sell-side law needs, review your current situation, assess potential challenges specific to Oregon, 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 Happy Valley?
Yes, we represent clients nationwide while maintaining a strong presence in Happy Valley. 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: Happy Valley & the Portland Metro
Portland's M&A market is driven by its strengths in athletic and outdoor brands (Nike, Columbia, Adidas NA), clean technology, and craft manufacturing. The city's reputation as a hub for sustainable business creates acquisition opportunities in green building, organic food production, and renewable energy services. Portland's semiconductor cluster (Intel's largest campus) generates tech M&A activity throughout the supply chain.
Top M&A Sectors Near Happy Valley
Athletic & Outdoor Brands
Clean Technology
Semiconductor Manufacturing
Food & Beverage
Creative Services
Deal Environment
Portland's market is smaller but high quality, with business owners who tend to be values-driven and selective about acquirers. Cultural fit matters more here than in most markets - buyers who understand the Pacific Northwest ethos have a significant advantage.
Why Acquire in the Portland Area
Portland's lower cost of living compared to Seattle and San Francisco, combined with access to the same Pacific Northwest talent pool, makes it an attractive market for acquirers seeking value in technology and consumer businesses.
Oregon Legal Considerations
Oregon voids non-compete agreements unless they meet strict requirements: the employer must provide written notice at least two weeks before employment, the employee must earn above the median household income, and duration is capped at 12 months.
Local Market Context
Happy Valley M&A Market
Portland-Vancouver-Hillsboro, OR-WA MSA · MSA population 2.5M
MSA Population (2024)
2.5M
U.S. Census Bureau
Top Industry Concentration
1 semiconductor manufacturing
2 apparel and outdoor retail
3 technology services
Portland's M&A market is shaped by semiconductor manufacturing (Intel's Hillsboro fab complex is one of the largest in the US), apparel and outdoor retail, and technology services. The metro straddles the Oregon-Washington state line, creating multi-state structuring considerations. Oregon's progressive regulatory environment and unique tax structure (no sales tax, substantial corporate income tax) affect deal economics. The metro's technology sector has grown as a secondary Pacific Northwest hub to Seattle.
Major Happy Valley Employers and Deal Anchors
Intel (Hillsboro fabs)
Nike
Daimler Trucks North America
Legacy Health
Providence Health
Precision Castparts (Berkshire Hathaway)
Transit and Logistics
Portland International Airport serves the metro. Port of Portland handles grain, auto imports, and container cargo and is a significant Columbia River-Snake River navigation system terminus. The port provides Pacific Rim trade access.
Recent Happy Valley Deal Signal (2024-2025)
Intel's restructuring and cost-reduction program in 2024-2025 created uncertainty around its Hillsboro operations, with potential for supplier rationalization and asset divestitures in the Portland metro semiconductor supply chain. Nike's brand portfolio review also generated potential subsidiary and licensing transaction signals.
Local Regulatory Notes for Business Exit & Sell-Side Law
Oregon Division of Financial Regulation handles securities. Portland imposes a Business License Tax and a Metro Supportive Housing Services income tax on businesses and individuals, which affect post-acquisition operating economics.
Oregon Legal Considerations for Business Exit & Sell-Side Law
Non-Compete Laws
Restricted by role, income threshold, and 12-month maximum. Sale-of-business exception.
Filing Requirements
Entity mergers and conversions must be filed with the Oregon Secretary of State. Annual reports are required. The absence of sales tax simplifies asset purchase filings. The Department of Revenue handles CAT registration and compliance.
Key Oregon Considerations
Oregon has no sales tax, eliminating successor sales tax liability risks and simplifying asset purchase mechanics
Oregon's Corporate Activity Tax (CAT), enacted in 2019, is a gross receipts tax that applies in addition to the corporate excise tax, creating a dual tax burden that differs from most states
Oregon's strong environmental regulations (DEQ oversight) can create significant due diligence requirements for acquisitions involving manufacturing or natural resource businesses
Oregon Bar Authority
Oregon State Bar (mandatory unified bar). Unified/integrated bar. Membership required to practice law in Oregon.
Business court: No dedicated business court division. Commercial disputes proceed through general civil courts.
Oregon M&A Market Context
Oregon M&A is driven by technology (Portland-Beaverton corridor with Intel, Nike, and tech companies), semiconductor manufacturing, and outdoor/apparel brands.
Watchpoints
Common Happy Valley Business Exit & Sell-Side Law Pitfalls
These are the items we see derail business exit & sell-side law transactions in the Happy Valley market. Each one is rooted in current statutory law, recent legislative changes, or recurring patterns from the deals Alex has handled.
1
Oregon non-compete enforcement and earn-out exposure
State legal framework
Restricted by role, income threshold, and 12-month maximum. Sale-of-business exception.
"Non-binding is just a phrase. It does not guarantee a frictionless process down the line. An LOI can absolutely structure the entire future of a deal even when the document explicitly says non-binding. If counsel comes in later in the game, the LOI is already there, and parties will anchor to it. Whether or not you were involved in the drafting. Whether or not you were involved in the negotiation. They will anchor to that document. And when deals blow up, fingers get pointed at the LOI's terms. The phrase non-binding sets a buyer's expectations. The substance of the document sets the deal. Those two things are different, and the gap between them is where deals get expensive."
2
Happy Valley local regulatory exposure
Local regulatory
Oregon Division of Financial Regulation handles securities. Portland imposes a Business License Tax and a Metro Supportive Housing Services income tax on businesses and individuals, which affect post-acquisition operating economics.
3
Oregon regulatory framework attorneys flag at LOI
State statute
Securities regulated by Oregon Division of Financial Regulation (dfr.oregon.gov). Oregon follows the Uniform Securities Act; Blue Sky notice filings required for Reg D. Oregon restricts non-competes for employees earning below a wage threshold (ORS 653.295).
Guides and Resources
In-depth guides to help you prepare for your transaction
Attorney perspective on business exit attorney matters in Happy Valley
"Non-binding is just a phrase. It does not guarantee a frictionless process down the line. An LOI can absolutely structure the entire future of a deal even when the document explicitly says non-binding. If counsel comes in later in the game, the LOI is already there, and parties will anchor to it. Whether or not you were involved in the drafting. Whether or not you were involved in the negotiation. They will anchor to that document. And when deals blow up, fingers get pointed at the LOI's terms. The phrase non-binding sets a buyer's expectations. The substance of the document sets the deal. Those two things are different, and the gap between them is where deals get expensive."
Alex Lubyansky, Senior Counsel
On structuring (warning) (Leo Landaverde M&A Podcast)
15+ years of M&A and securities transaction experience·Senior counsel on every engagement·Admitted in Michigan, practicing nationwide
