Chattanooga's automotive supplier base means many sellers walk into diligence with customer contract provisions they've never read carefully. Volkswagen, Tier 1 suppliers to VW and the broader Southeast automotive corridor, and the logistics operators serving them all carry change-of-control language that affects deal mechanics. Our managing partner handles Chattanooga sell-side engagements directly. Submit the transaction details if you have a qualified buyer.
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. Your submission is not screened by an intake coordinator before it reaches him.
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 Chattanooga Engagement Assessment
Alex Lubyansky handles every business sale transaction law engagement personally.
15+ years of M&A experience. Nationwide. LOI through closing.
Request Engagement Assessment
Alex reviews each inquiry personally. If there is alignment, you will hear back 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?"
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.
Frequently Asked Questions
Common questions from Chattanooga clients
How do automotive customer contracts affect an M&A sale?
Customer contracts with Volkswagen, Tier 1 suppliers, and OEMs commonly have change-of-control provisions that require buyer consent or notice before transfer. Quality certifications (IATF 16949, PPAP approvals) do not transfer automatically. Buyer counsel will build the deal mechanics around the consent process, and sellers who have pre-communicated with their top customers maintain leverage that otherwise evaporates during diligence.
Are non-competes enforceable in a Tennessee business sale?
Tennessee enforces non-competes tied to a business sale more readily than employment non-competes, applying a reasonableness test to duration, geography, and activity. Buyer counsel will push for broad language. Sellers who plan to stay active in the industry should negotiate carveouts for passive investment, advisory work, and non-competing ventures at the LOI stage, because once the definitive agreement is signed, the language is settled.
What does Tennessee's Certificate of Need program cover?
Tennessee CON applies to specific healthcare facility transfers, certain expansions, and major equipment acquisitions. A CON review adds months to closing and creates a meaningful regulatory condition. Sellers with existing approvals in good standing preserve an asset. Buyers new to Tennessee sometimes under-plan the process, which pushes timeline and affects deal economics.
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 Tennessee non-compete laws affect business sale transaction law transactions?
Enforceable under common law if reasonable. Tennessee courts apply a reasonableness standard, examining whether the restriction protects a legitimate business interest and is reasonable in time, geography, and scope. Tennessee courts will blue-pencil overbroad covenants. Tennessee law requires independent consideration for non-competes signed after the initial hire.
What are the Tennessee tax considerations for selling a business?
Tennessee imposes a 6.5% franchise and excise tax on net earnings. The franchise tax is based on the greater of net worth or the book value of real and tangible personal property in Tennessee. Tennessee has no personal income tax (the Hall Tax on investment income was fully repealed in 2021). The no-personal-income-tax status benefits pass-through entity owners.
Does Tennessee have a bulk sales law that affects business acquisitions?
Tennessee has repealed UCC Article 6 (Bulk Sales). The Tennessee Department of Revenue may impose successor liability on asset purchasers for the seller's unpaid taxes under Tennessee Code Annotated Section 67-1-1440. A tax clearance should be obtained before closing.
What can I expect during an initial consultation in Chattanooga?
During your confidential initial consultation in Chattanooga, we'll discuss your business sale transaction law needs, review your current situation, assess potential challenges specific to Tennessee, 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 Chattanooga?
Yes, we represent clients nationwide while maintaining a strong presence in Chattanooga. 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
Chattanooga's economy anchors on Volkswagen's Passat and ID.4 assembly operation and the Tier 1 and Tier 2 supplier ecosystem that supports it, a significant logistics corridor at the intersection of I-75 and I-24, and a growing advanced manufacturing and technology services presence. Automotive supplier sales almost always involve customer contract change-of-control notices, quality certification continuity (IATF 16949, PPAP), and flow-down compliance that buyers review carefully. Logistics sellers face customer concentration diligence in the same pattern visible in Memphis. Tennessee's tax environment (no wage income tax, franchise and excise tax at the entity level) and common-law non-compete enforceability apply. Tennessee's Certificate of Need program continues to govern certain healthcare facility transfers in the region.
Common Deal Scenarios in Chattanooga
1
Automotive Supplier Sale with Customer Consent Planning
Volkswagen supplier contracts, and the Tier 2 agreements that flow down from primary suppliers, commonly include change-of-control consent, extended notice periods, and pricing commitments that survive closing. Quality certifications do not transfer automatically. Buyers run diligence on which contracts require consent, which customers will renegotiate, and whether certifications will carry through the transition. Sellers who have pre-communicated with key customers go to market with markedly better leverage.
2
Logistics or Transportation Business Sale
Chattanooga logistics sellers face the customer concentration diligence common to the broader Southeast logistics corridor. Change-of-control provisions, equipment financing consents, DOT and FMCSA compliance, and labor exposure all surface. Purchase agreements should address regulatory license transfers, equipment title transitions, and driver retention explicitly rather than through general reps.
3
Family-Owned Manufacturing Business Sale
Chattanooga has a deep base of second- and third-generation family manufacturers whose records, entity structures, and customer contracts have accumulated decades of informal arrangements. Cleaning up entity structure, auditing customer and supplier contracts, and resolving shareholder-related issues (minority holders, phantom equity, promises made verbally) before going to market is often the difference between a clean deal and a painful one.
Why Chattanooga for M&A
Chattanooga's M&A flow reflects automotive, logistics, and legacy family manufacturing, which means buyers bring sector-specific diligence playbooks. Sellers who audit customer contracts, plan certification transitions, and clean up entity structure before going to market preserve leverage. Sellers who leave these to diligence concede value to buyers who discover the gaps.
Tennessee Legal Considerations for Business Sale Transaction Law
Non-Compete Laws
Enforceable with blue-pencil available. Independent consideration required post-hire.
Filing Requirements
Entity mergers and conversions must be filed with the Tennessee Secretary of State. Annual reports are required. The Department of Revenue handles franchise and excise tax registrations.
Key Tennessee Considerations
Tennessee's franchise tax has a net worth component that can create significant tax liability for capital-intensive acquisitions, and recent litigation has challenged its constitutionality
Tennessee has no personal income tax, which benefits pass-through entity acquisitions where owners are Tennessee residents
Nashville's growth as a healthcare industry hub creates active M&A markets with specific regulatory requirements for healthcare entity transactions
Tennessee Bar Authority
Tennessee Bar Association. Voluntary bar. The Tennessee Supreme Court handles attorney admission separately via the Board of Law Examiners.
Federal districts: E.D. Tenn., M.D. Tenn., W.D. Tenn.
Business court: Tennessee Chancery Court Business Court Docket (established 2015) Business court docket operates within the Davidson County Chancery Court (Nashville) and Shelby County Chancery Court (Memphis). Tennessee chancery courts historically have equity jurisdiction over business matters.
Tennessee M&A Market Context
Nashville drives Tennessee M&A across healthcare services, music and entertainment, hospitality, and technology; Memphis generates deal flow in logistics, distribution, and healthcare.
Watchpoints
Common Chattanooga Business Sale Transaction Law Pitfalls
These are the items we see derail business sale transaction law transactions in the Chattanooga market. Each one is rooted in current statutory law, recent legislative changes, or recurring patterns from the deals Alex has handled.
1
Tennessee non-compete enforcement and earn-out exposure
State legal framework
Enforceable with blue-pencil available. Independent consideration required post-hire.
"Sign a weak LOI, and you'll spend months watching your deal terms erode."
2
Tennessee regulatory framework attorneys flag at LOI
State statute
Securities regulated by Tennessee Department of Commerce and Insurance Securities Division (tn.gov/commerce/securities). Blue Sky notice filings required for Reg D.
3
Common business sale transaction law mistake from the field
From Alex Lubyansky
It's legal issues that could have been fixed for thousands of dollars. Instead they cost millions in valuation.
Guides and Resources
In-depth guides to help you prepare for your transaction
Attorney perspective on business sale attorney matters in Chattanooga
"Stock versus asset purchase is the standard tension. Sellers want stock for the capital gains treatment. Buyers want asset to limit contingent liability. Most attorneys treat that as a binary fight. I don't. Every deal is different. The way I structure engagements is to tease out what's actually underneath the stated position. Tax is one issue. There are many others. If you can pull the mechanics, motivations, and desires out on the front end, there's often a structure that gives both parties an outcome they can live with. The diametrically opposed framing falls apart when you ask better questions. That's the art of this work. That's why it's interesting. The middle ground is almost always there. The question is whether anyone has slowed down enough to find it."
Alex Lubyansky, Senior Counsel
On structuring (principle) (Leo Landaverde M&A Podcast)
15+ years of M&A and securities transaction experience·Senior counsel on every engagement·Admitted in Michigan, practicing nationwide
