Georgia non-compete enforcement and earn-out exposure
Enforceable under 2011 statutory framework. Blue-pencil available.
"It's legal issues that could have been fixed for thousands of dollars. Instead they cost millions in valuation."
Augusta sellers deal with a market that has three distinct gravitational pulls. Fort Gordon and the Army Cyber Command concentration bring federal cyber contractors and cleared-workforce buyers. The Savannah River Site brings DOE contractors with a completely different diligence culture. The Masters tourism economy brings hospitality and service businesses whose revenue cadence confuses out-of-state buyers. On top of that, Georgia's 2011 Restrictive Covenants Act sets a reasonableness standard that looks nothing like the old common-law rule. Our managing partner handles Augusta sell-side engagements directly. Submit the transaction details if you have a qualified buyer.
Share the basics. Alex reviews each 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 sale transaction law work for buyers and sellers in Augusta 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:
Share the relevant deal details once. Alex reviews each inquiry personally and responds within one business day when there is alignment.
A structured, methodical approach to business sale transaction law
We review the proposed deal, understand your objectives (whether buying or selling), and develop a legal strategy tailored to your specific transaction and timeline.
We structure the transaction to optimize risk allocation, tax treatment, and operational continuity, whether as an asset purchase, stock purchase, or membership interest transfer.
Managing Partner Alex Lubyansky oversees legal due diligence, identifying risks and opportunities that directly inform the purchase agreement and deal terms.
We draft or negotiate the purchase agreement and all ancillary documents, ensuring every term reflects your interests and addresses the specific risks in your deal.
We manage the closing checklist, coordinate with lenders, brokers, and opposing counsel, and ensure all conditions are met for a timely and clean closing.
We don't take every matter. Here is what happens when you reach out.
Alex reviews your transaction details personally. Your submission is not screened by an intake coordinator before it reaches him.
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 sale transaction law engagement personally.
15+ years of M&A experience. Nationwide. LOI through closing.
Alex reviews each inquiry personally. If there is alignment, you will hear back 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.
Ask how the engagement is scoped, what is included, and what factors drive cost increases. Defined scope with a retainer gives the clearest cost picture.
Common questions from Augusta clients
Submit your transaction details for a preliminary assessment by our managing partner
Submit Transaction DetailsSubmit the core transaction details and Alex will evaluate whether the matter is a fit for direct engagement.
Key Industries:
Georgia's Restrictive Covenants Act, enacted in 2011, permits non-competes tied to a business sale provided they are reasonable in duration, geographic area, and scope of activity, and it allows courts to modify (blue-pencil) overbroad covenants rather than striking them entirely. That makes Georgia more forgiving than North Carolina on non-compete drafting, but still far from a rubber stamp. Augusta's buyer pool is shaped by three concentrated industries. Cyber and defense contractors serving Fort Gordon and Army Cyber Command face DFARS, NIST 800-171, and clearance-continuity issues in every sale. DOE contractors at and around the Savannah River Site face DOE contracting clauses, environmental compliance documentation, and nuclear security protocols that sit outside typical commercial diligence. Hospitality and service businesses whose revenue spikes around the Masters Tournament have a cash flow cadence that out-of-state buyers consistently misread, often valuing the business off an averaged year that doesn't reflect how the business actually earns. Sellers in each vertical need buyer selection and negotiation tuned to the specific dynamic.
Buyers for cyber contractors serving Fort Gordon run diligence on DFARS 252.204-7012 compliance, NIST 800-171 implementation, incident response documentation, and facility and personnel clearance status. Gaps become rep exceptions or indemnity demands. Sellers who complete a self-assessment and close known findings before the data room opens preserve meaningful value.
Buyers of DOE-facing contractors run diligence on DOE contracting clauses, environmental compliance (RCRA, CERCLA), nuclear security and safeguards, and past performance documentation. The diligence timeline typically runs longer than a commercial deal, and many buyers require novation or DOE consent for contract transfers. Sellers should plan their closing timeline around government approvals, not commercial expectations.
Hospitality, short-term rental, catering, and event services tied to Masters week earn a disproportionate share of annual revenue in a single concentrated period. Out-of-state buyers default to averaging revenue across the year, which understates both the cash flow and the concentration risk. Sellers who present the business with Masters-week revenue segmented and documented separately get more accurate valuations and cleaner earnout structures.
Augusta combines federal cyber concentration, DOE contracting, and one of the most unusual tourism-driven revenue patterns in the country. Sellers who tune their non-compete drafting to Georgia's reasonableness standard, start government approvals early, and segment seasonal revenue cleanly preserve value that less-prepared sellers concede during diligence and closing.
Enforceable under 2011 statutory framework. Blue-pencil available.
Entity mergers and conversions are filed with the Georgia Secretary of State, Corporations Division. Annual registrations are required. Professional license transfers require separate filings with the relevant Georgia licensing board.
State Bar of Georgia (mandatory unified bar). Unified/integrated bar. Membership required to practice law in Georgia.
Bar association websiteFederal districts: N.D. Ga., M.D. Ga., S.D. Ga.
Business court: Georgia State-wide Business Court (established 2020) Constitutional amendment approved November 2018; enabling legislation HB 239 passed 2019; court became operational August 3, 2020. Handles complex commercial matters with statewide jurisdiction. Georgia O.C.G.A. sec. 13-8-50 governs restrictive covenants.
Metro Atlanta is Georgia's M&A engine, with concentrations in technology, logistics, financial technology, and healthcare services transactions.
Watchpoints
These are the items we see derail business sale transaction law transactions in the Augusta market. Each one is rooted in current statutory law, recent legislative changes, or recurring patterns from the deals Alex has handled.
Enforceable under 2011 statutory framework. Blue-pencil available.
"It's legal issues that could have been fixed for thousands of dollars. Instead they cost millions in valuation."
Securities regulated by Georgia Secretary of State Securities Division (sos.ga.gov/securities). Georgia follows the Uniform Securities Act; Blue Sky notice filings required for Reg D.
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.
In-depth guides to help you prepare for your transaction
How legal counsel protects sellers throughout the transaction.
Read guideStrategic planning for maximizing value when selling your business.
Read guideRegulatory and transactional considerations specific to healthcare deals.
Read guideCommon deal-killers and how experienced counsel helps prevent them.
Read guideStructured exit planning from initial valuation through closing.
Read guideUse these tools to prepare for your transaction. Professional analysis at your fingertips.
Acquisition Stars represents clients across Georgia and nationwide. Alex Lubyansky leads every engagement.
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"You're agreeing to be judged on a scorecard that someone else gets to rewrite."
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.
LOI through closing. Nationwide. 15+ years of M&A experience.