Austin sellers hear the same three words from everyone: no state income tax. That's true and it's useful, but it's also the least interesting fact about a Texas business sale. What decides your outcome is whether the Texas margin tax creates entity-level friction, whether your technology IP reps can survive buyer diligence, and whether the buyer is an out-of-state PE firm running a template you haven't seen. Our managing partner handles Austin sell-side engagements directly. Submit the transaction details.
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 sale transaction law work for buyers and sellers in Austin and across the country. Here is what that looks like:
Buy-side and sell-side legal representation for business sales
Purchase agreement drafting, review, and negotiation
Deal structuring for asset purchases and stock purchases
Due diligence management and risk assessment
Escrow, earnout, and contingent payment structuring
SBA loan coordination and lender-required documentation
Non-compete, employment, and transition agreement negotiation
Post-closing adjustments and dispute resolution
Who We Serve
We work best with people who know what they want and are ready to move:
Buyers and sellers in active business sale transactions
Business broker-referred clients who need transaction counsel
SBA-financed buyers and sellers needing compliant deal documentation
Partners buying out co-owners or selling their interest in a business
Entrepreneurs purchasing their first business
Business owners selling to employees, family members, or outside buyers
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 sale transaction law
1
Transaction Assessment
We review the proposed deal, understand your objectives (whether buying or selling), and develop a legal strategy tailored to your specific transaction and timeline.
2
Deal Structuring
We structure the transaction to optimize risk allocation, tax treatment, and operational continuity, whether as an asset purchase, stock purchase, or membership interest transfer.
3
Due Diligence
Managing Partner Alex Lubyansky oversees legal due diligence, identifying risks and opportunities that directly inform the purchase agreement and deal terms.
4
Agreement Negotiation
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.
5
Closing Coordination
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.
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 Austin Engagement Assessment
Alex Lubyansky handles every business sale transaction 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 Austin clients
Does Texas margin tax affect the sale of my business?
The Texas margin tax (franchise tax) applies at the entity level, and buyer counsel will ask how tax accrued through the closing date is handled. Clean treatment in the purchase agreement, typically with a true-up mechanism and clear allocation of pre-closing and post-closing liability, avoids disputes. Some sellers restructure their entity before sale to improve the tax picture.
What IP diligence should I expect when selling a software business?
Buyers will audit your invention assignment agreements for every employee and contractor, review open source usage for GPL and similar contaminating licenses, verify customer data rights, and check for any third-party IP claims or notices. If any of these have gaps, they become rep exceptions, indemnity holdbacks, or in extreme cases reasons for a buyer to walk. Fix them before you go to market.
How are non-competes handled in a Texas business sale?
Texas Business and Commerce Code governs non-competes, and covenants tied to a business sale are generally enforced if reasonable in time, geography, and scope of activity. The statutory framework is more seller-friendly than some states, but buyers will still push for broad language. Negotiate carveouts for passive investment and non-competing ventures at the LOI stage.
What does a business sale attorney do?
A business sale attorney handles the legal side of buying or selling a business. This includes structuring the deal, conducting or managing due diligence, drafting and negotiating the purchase agreement, and coordinating the closing. At Acquisition Stars, Managing Partner Alex Lubyansky is personally involved in every transaction.
Do I need an attorney for a small business sale?
Yes. Even straightforward business sales involve purchase agreements, liability allocation, non-compete terms, and closing mechanics that carry real legal risk. The cost of experienced counsel is small compared to the cost of a poorly structured deal or a post-closing dispute that could have been prevented.
How much does a business sale attorney cost?
Legal fees depend on the size and complexity of the transaction. Acquisition Stars provides personal attention and 15+ years of M&A expertise with the managing partner on every deal. We discuss scope and structure during your initial engagement assessment.
Can you represent both the buyer and the seller?
No. Representing both sides in the same transaction creates a conflict of interest. We represent one party, either the buyer or the seller, and advocate exclusively for that client's interests throughout the deal.
How is Acquisition Stars different from a general business lawyer?
Our practice is focused exclusively on M&A transactions. Managing Partner Alex Lubyansky brings 15+ years of deal experience, which means we have seen and solved the issues that general practice attorneys encounter for the first time. You get specialized M&A counsel with the personal responsiveness of a boutique firm.
How do Texas non-compete laws affect business sale transaction law transactions?
Enforceable only if ancillary to or part of an otherwise enforceable agreement under the Texas Business & Commerce Code Section 15.50-15.52 (Covenants Not to Compete Act). The covenant must contain limitations as to time, geography, and scope that are reasonable and do not impose a greater restraint than necessary. Texas courts must reform (not void) overbroad covenants to make them enforceable. The "ancillary to an otherwise enforceable agreement" requirement typically means the non-compete must be connected to consideration such as stock options, proprietary information access, or a sale of business.
What are the Texas tax considerations for selling a business?
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, spousal consent is required for transfers of community property business assets. The no-income-tax environment significantly affects deal structuring.
Does Texas have a bulk sales law that affects business acquisitions?
Texas has repealed UCC Article 6 (Bulk Sales). However, Texas Tax Code Section 111.020 permits the Comptroller to impose successor liability on asset purchasers for the seller's unpaid franchise (margin) tax and sales tax. Buyers must request a tax clearance certificate before closing.
What can I expect during an initial consultation in Austin?
During your confidential initial consultation in Austin, we'll discuss your business sale transaction law needs, review your current situation, assess potential challenges specific to Texas, 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 Austin?
Yes, we represent clients nationwide while maintaining a strong presence in Austin. Our managing partner handles business sale transaction 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
The Austin M&A Market
Austin has evolved from a mid-tier tech market into one of the nation's hottest M&A environments, fueled by the Tesla, Oracle, and Samsung presences and a thriving startup ecosystem. The city leads in SaaS, semiconductor, and clean energy acquisitions. Dell Technologies' headquarter presence creates a massive supplier and partner ecosystem of acquisition targets.
Top M&A Sectors in Austin
SaaS & Software
Semiconductors
Clean Energy
Healthcare Technology
Consumer Products
Deal Environment
Austin's rapid growth has created intense competition for quality targets, with valuations rising faster than in other Texas metros. Many founders are younger and less experienced with exits, creating opportunities for buyers who can educate on deal process.
Why Acquire in Austin
Austin's population has grown over 30% in a decade, and its concentration of engineering talent (UT Austin produces 10,000+ STEM graduates annually) makes it easier to scale acquired technology businesses.
Texas Legal Considerations
Texas's franchise (margin) tax applies to businesses with revenue exceeding $2.47 million and can create unexpected tax liability during ownership transitions - proper entity structuring during the acquisition is essential.
Austin M&A Market Insight
Texas has no state income tax at the individual level, but the margin tax (franchise tax) applies at the entity level, and it surfaces in purchase price allocation, working capital true-ups, and post-closing tax returns. Buyer counsel will ask how the margin tax liability is handled through the closing date, and a clean answer keeps money in the seller's pocket. The defining Austin dynamic, though, is technology. The city's software, SaaS, semiconductor, and medical device ecosystems drive deal flow, and buyers in these sectors push aggressive IP reps. Chain-of-title on every line of code, open source license compliance, employee invention assignment agreements, and customer data rights all surface in diligence. Sellers who haven't papered their IP correctly over the years discover the problem when a buyer's counsel asks for the documentation. The other Austin-specific dynamic is out-of-state buyers. Much of the PE and strategic capital flowing into Austin comes from the coasts, and those buyers negotiate from national templates.
Common Deal Scenarios in Austin
1
SaaS Business Sale with IP Chain-of-Title Diligence
Software buyers run exhaustive diligence on IP ownership: employee invention assignments for every engineer, contractor IP assignments for every outside developer, open source license compliance, and customer data ownership terms. Gaps in this chain create rep exceptions, indemnity escrows, and sometimes deal-killing issues. Getting IP documentation straight before the data room opens is one of the highest-leverage pre-sale activities a software seller can undertake.
2
Semiconductor or Hardware Business Sale
Hardware businesses face diligence on export control compliance (EAR, ITAR), patent portfolio strength, component supply chain documentation, and customer contract assignability. Texas-based sellers often supply regulated customers whose contracts have strict change-of-control and flow-down compliance provisions, and those provisions can become leverage points in negotiation.
3
Founder-Led Services Business Sale to Out-of-State PE
PE acquirers flying into Austin bring national playbooks: standard earnout structures, standard rep packages, standard indemnity caps. Sellers who negotiate from a Texas-specific position (margin tax treatment, non-compete under Texas law, Texas choice of law for disputes) often secure more favorable terms than sellers who accept the buyer's template wholesale.
Why Austin for M&A
Austin is one of the most concentrated technology M&A markets in the country, driven by SaaS, semiconductors, medical devices, and a growing middle market services sector. Sellers who arrive with clean IP, proper margin tax planning, and a negotiated position against out-of-state buyer templates close deals at or above LOI pricing. Sellers who don't lose value to diligence findings and template concessions.
Texas Legal Considerations for Business Sale Transaction Law
Non-Compete Laws
Enforceable only if ancillary to an otherwise enforceable agreement. Mandatory reformation.
Filing Requirements
Entity mergers and conversions must be filed with the Texas Secretary of State. Franchise tax (margin tax) compliance is required. The Comptroller's office handles tax clearance certificates for asset purchases. Public Information Reports are required annually.
Key Texas Considerations
Texas has no corporate or personal income tax, making it one of the most favorable jurisdictions for structuring acquisitions, though the Franchise (Margin) Tax still applies as a gross-receipts-based tax
As a community property state, spousal consent is required for the sale of community property business interests, adding a required step in deal documentation
Texas's unique requirement that non-competes be "ancillary to an otherwise enforceable agreement" means buyers must carefully evaluate the enforceability of each non-compete in a target company's portfolio based on the underlying consideration
Texas Bar Authority
State Bar of Texas (mandatory unified bar). Unified/integrated bar. Membership required to practice law in Texas.
Federal districts: N.D. Tex., S.D. Tex., E.D. Tex., W.D. Tex.
Business court: Texas Business Court (established 2024) Established by HB 19 signed in 2023; became operational September 1, 2024. Eleven divisions statewide, five divisions initially open. Concurrent jurisdiction with district courts in matters over $5 million including corporate governance, shareholder disputes, fiduciary claims, and state or federal securities law. The Fifteenth Court of Appeals serves as the dedicated appellate court, making Texas the first state with a dedicated business court appellate track.
Texas M&A Market Context
Texas is the second-largest U.S. M&A market, with Houston (energy), Dallas-Fort Worth (technology, financial services), and San Antonio as major deal-flow centers across all industry verticals.
Recent Texas Legislative Changes (2024-2025)
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Watchpoints
Common Austin Business Sale Transaction Law Pitfalls
These are the items we see derail business sale transaction law transactions in the Austin market. Each one is rooted in current statutory law, recent legislative changes, or recurring patterns from the deals Alex has handled.
1
Recent Texas statutory change buyers and sellers miss
State statute
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2
Texas non-compete enforcement and earn-out exposure
State legal framework
Enforceable only if ancillary to an otherwise enforceable agreement. Mandatory reformation.
"The longer a deal drags, the worse it gets. Deal fatigue is real. Even when both parties agreed to something early on, if dates slip and deadlines slip, human nature takes over. At some point one side goes back to the internal drawing board and decides they don't want to be part of it anymore. I usually find this to be symptomatic of a poor process on the front end. Not malice. Not negative intent. Not someone running up fees. Just poor alignment, poor qualification, poor structuring at the start of the engagement. Once that's the foundation, every missed date compounds. The fix isn't more negotiation in the middle. The fix is doing better qualification before the deal team is even hired."
3
Texas regulatory framework attorneys flag at LOI
State statute
Securities regulated by Texas State Securities Board (ssb.texas.gov). Texas follows the Texas Securities Act (Tex. Gov't Code Title 12); Blue Sky notice filings required for Reg D. Texas enforces non-competes only if part of an otherwise enforceable agreement and supported by adequate consideration (Tex. Bus. Com. Code sec. 15.50).
Guides and Resources
In-depth guides to help you prepare for your transaction
