Houston is the energy capital of the United States, and the ExxonMobil acquisition of Pioneer Natural Resources, a roughly sixty billion dollar transaction that closed in mid-2024, is the clearest evidence of how active that consolidation remains. But Houston sellers outside the energy sector should not assume the market only prices oil and gas deals. The Texas Medical Center, the largest medical complex in the world, drives a parallel healthcare M&A market with its own diligence standards around payor contracts and provider credentialing. The Port of Houston, the largest US port by cargo tonnage, adds logistics and petrochemical distribution as a third distinct deal category. Texas has no individual income tax, but the state's franchise, or margin, tax applies at the entity level, and how it is handled through the closing date shows up directly in the working capital true up. Our managing partner leads Houston sell-side engagements, whether the target is an energy services company, a Medical Center adjacent healthcare business, or a logistics operator.
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. 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 Houston Engagement Assessment
Alex Lubyansky leads every business sale transaction law engagement, with an associate supporting the work.
15+ years of M&A experience. Nationwide. LOI through closing.
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Alex reviews each inquiry. If there is alignment, you will hear back within one business day.
Submission Received
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Frequently Asked Questions
Common questions from Houston clients
Does Texas margin tax affect my business sale?
The Texas margin tax applies at the entity level, and buyer counsel will ask how tax accrued through closing is handled. Clean treatment in the purchase agreement, typically with a true-up mechanism and allocation between pre-closing and post-closing periods, avoids disputes. Some sellers restructure their entity before sale to improve the tax picture, and that planning should happen before the LOI is signed.
How do energy services earnouts actually get negotiated?
Energy services PE buyers routinely propose earnouts tied to rig counts, commodity price thresholds, or adjusted EBITDA. The definitions matter more than the headline number. A seller who accepts the buyer's definition of EBITDA, the buyer's accounting policies, and the buyer's post-closing operational control often watches the earnout evaporate. Negotiating those definitions at LOI, not later, protects the economics.
How enforceable are non-competes in a Texas business sale?
The Texas Business and Commerce Code governs non-competes, and covenants tied to the sale of a business are generally enforced when reasonable in duration, geography, and activity. The statutory framework is more seller-friendly than some states, but buyers still push for broad language. Negotiate carveouts for passive investment and non-competing ventures at the LOI stage.
Would a Houston business sale dispute go to the Texas Business Court?
The Texas Business Court became operational September 1, 2024, and has concurrent jurisdiction with district courts over complex commercial disputes, including corporate governance and fiduciary claims, above a five million dollar amount in controversy. A contested post-closing dispute of that size arising from a Houston business sale, an earnout disagreement or an indemnification claim, could be venued there rather than in a general Harris County district court, with appeals routed to the newly created Fifteenth Court of Appeals.
Am I exposed to the seller's unpaid margin tax when I buy a Houston business?
Texas Tax Code Section 111.020 allows the Comptroller to impose successor liability on an asset buyer for the seller's unpaid franchise, or margin, tax and sales tax. Buyers in Houston deals should request a tax clearance certificate from the Comptroller's office before closing to confirm the seller's accounts are current. Without it, that unpaid liability can attach to the buyer, which is why margin tax clearance is a standard closing condition in Texas asset purchases, not an optional nicety.
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 leads 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 for a business sale scale with the size and complexity of the transaction rather than following a fixed fee schedule. A larger transaction, with more negotiation, due diligence, and structuring work, carries a proportionately larger fee. Acquisition Stars reviews your transaction and discusses fee structure during the initial engagement assessment, before any work begins.
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 long does it take to sell a business?
From a signed letter of intent to closing, most business sales take 60 to 120 days. The full process, including preparation, marketing, and finding a buyer, can take 6 to 12 months. Acquisition Stars keeps the legal workstream moving at the speed your deal requires, so legal review is never the reason for delay.
Asset sale or stock sale: which is better for a seller?
Most small and mid-size business sales are structured as asset sales, which let a buyer avoid inheriting unknown liabilities and often close faster. A stock sale transfers the entire entity, including its contracts and licenses, and can carry tax advantages for a seller depending on structure and basis. The right choice depends on your entity type, liabilities, and tax position, so we review this early in the engagement.
What happens to my employees when I sell the business?
In an asset sale, the buyer typically makes new offers of employment to some or all employees rather than automatically assuming existing employment agreements. In a stock sale, employees generally continue under the company as before, since the legal entity itself does not change hands. We review employment agreements, benefit plans, and any change-in-control provisions as part of the sale to avoid surprises at closing.
What is an earnout or seller note, and should I agree to one?
An earnout ties part of the purchase price to the business hitting agreed performance targets after closing. A seller note has the buyer pay part of the price over time, with the seller acting as a lender. Both shift risk back to the seller and require careful negotiation of the metrics, payment terms, and default remedies. We negotiate these terms to protect your right to be paid in full.
How do I protect myself from claims after the sale closes?
Post-closing liability is managed through negotiation of representations and warranties, indemnification caps, basket thresholds, survival periods, and escrow amounts. We negotiate each of these terms on your behalf to limit your exposure after the sale closes, whether you are selling directly to a buyer or through a broker-managed process.
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 Houston?
During your confidential initial consultation in Houston, 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 Houston?
Yes, we represent clients nationwide while maintaining a strong presence in Houston. 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
Houston's M&A market is anchored by the energy sector but has diversified significantly into healthcare, technology, and industrial services. Energy transition is creating new deal flow as traditional oil & gas companies acquire renewable energy and carbon capture businesses. The Texas Medical Center - the world's largest - drives healthcare M&A from physician practice roll-ups to medical device acquisitions.
Top M&A Sectors in Houston
Energy & Oilfield Services
Healthcare
Industrial Services
Technology
Chemical & Petrochemical
Deal Environment
Houston deal flow is cyclical in energy but consistent in healthcare and industrial services. The region's business-friendly tax environment attracts out-of-state buyers, increasing competition for quality targets in non-energy sectors.
Why Acquire in Houston
Houston's pro-business environment, no state income tax, and population growth make it one of the fastest-growing M&A markets in the country. The city's massive port infrastructure and energy expertise create unique acquisition opportunities not found elsewhere.
Texas Legal Considerations
Texas has no state income tax but imposes a franchise (margin) tax on businesses with revenue exceeding $2.47 million - buyers must evaluate the target's franchise tax exposure and ensure proper filing history during due diligence.
Why Houston Clients Work With Us
Our deep expertise in energy sector securities transactions and public offerings makes us the go-to firm for Houston companies navigating complex regulatory requirements.
Houston M&A Market Insight
Texas imposes no individual state income tax, but the margin tax (franchise tax) applies at the entity level, and how it's handled through the closing date shows up in the working capital true-up, the purchase price allocation, and the post-closing tax returns. The buyer will ask. A clean answer preserves purchase price. Houston's buyer pool is shaped by two industries. Energy services consolidation runs in cycles that track commodity prices, and PE-backed buyers in oilfield services negotiate from playbooks that include commodity-linked earnouts and rep and warranty treatment calibrated to rig counts. The Texas Medical Center also drives a steady flow of healthcare services transactions, with buyers who run institutional diligence on Stark, Anti-Kickback, and payor contract change-of-control. Both buyer types arrive with experience. First-time sellers don't match their preparation.
Common Deal Scenarios in Houston
1
Retiring Owner Selling Services Business to Family Member
A founder transferring the business to a family member still needs a defensible valuation, a seller note the buyer can actually service, and a non-compete that holds under Texas Business and Commerce Code. The IRS scrutinizes intra-family sales on valuation. A sale that looks like a bargain can trigger gift tax exposure. Structuring the transfer through a well-papered purchase agreement, not a handshake, protects both sides.
2
Energy Services Sale to PE-Backed Rollup Platform
Energy services PE buyers in Houston negotiate earnouts tied to rig counts and commodity price thresholds, rep and warranty packages with industry-specific carveouts, and escrows sized to environmental risk. Sellers who negotiate the earnout definitions, environmental rep language, and the working capital peg carefully hold onto value that less-prepared sellers surrender in diligence.
3
Search Fund Acquisition of Medical Center-Adjacent Business
Search fund buyers pursuing Medical Center-adjacent services businesses (imaging, specialty practice management, medical supply) run institutional-style diligence on healthcare regulatory compliance. Provider credentialing files, payor contract change-of-control provisions, and HIPAA posture all surface. Sellers who prepare compliance documentation before going to market shorten diligence and reduce indemnity demands.
Why Houston for M&A
Houston's M&A market is dominated by energy, evidenced most clearly by ExxonMobil's roughly sixty billion dollar acquisition of Pioneer Natural Resources in 2024, the largest US energy transaction in decades and a signal of continued Permian Basin consolidation. But two other sectors generate real, ongoing deal flow: the Texas Medical Center, the world's largest medical complex, which drives healthcare services M&A with its own payor and provider credentialing diligence, and the Port of Houston, the country's largest port by cargo tonnage, which anchors a logistics and petrochemical distribution sector. Texas imposes no individual income tax, but the franchise, or margin, tax applies at the entity level, and unresolved liability for it can attach to an asset buyer under the Texas Tax Code, which is why a tax clearance certificate matters before closing. Sellers who understand which of Houston's three deal economies their business belongs to, energy, healthcare, or logistics, and who resolve the margin tax question early, negotiate from a position buyers respect.
Local Market Context
Houston M&A Market
Houston-The Woodlands-Sugar Land, TX MSA · MSA population 7.8M
MSA Population (2024)
7.8M
U.S. Census Bureau
Top Industry Concentration
1 oil and gas and energy
2 petrochemicals and refining
3 healthcare
Houston is the energy capital of the United States. M&A activity is driven primarily by oil and gas exploration and production, refining, petrochemicals, and midstream infrastructure transactions. The energy transition is generating a new wave of deals as traditional energy firms acquire renewable energy, carbon capture, and hydrogen assets. Healthcare, particularly the Texas Medical Center complex, is the second major M&A sector for this metro.
Major Houston Employers and Deal Anchors
ExxonMobil
ConocoPhillips
Chevron Phillips Chemical
Houston Methodist
Halliburton
Schlumberger (SLB)
Transit and Logistics
Port of Houston is the largest US port by total cargo tonnage and the busiest for petrochemical exports. George Bush Intercontinental and Hobby airports serve the metro. The Houston Ship Channel is a critical national energy infrastructure asset.
Recent Houston Deal Signal (2024-2025)
ExxonMobil's acquisition of Pioneer Natural Resources closed in Q2 2024 in a deal valued at approximately $60 billion, the largest US energy deal in decades. Upstream consolidation across Permian Basin operators continued through 2024-2025.
Local Regulatory Notes for Business Sale Transaction Law
FERC oversight applies to midstream and pipeline transactions. Texas Railroad Commission regulates oil and gas operations and is relevant to E&P deal due diligence.
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.
Source: Texas Business Court
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)
Texas Business Court Established (HB 19). Governor Abbott signed HB 19 in 2023, creating the Texas Business Court as a new trial-level court with concurrent jurisdiction over complex commercial and corporate matters with amounts in controversy exceeding $5 million. The court began accepting cases September 1, 2024, with five of eleven planned divisions initially operational. Texas also created the Fifteenth Court of Appeals as the first dedicated business court appellate track in the U.S.
Source (accessed 2026-04-27)
Watchpoints
Common Houston Business Sale Transaction Law Pitfalls
These are the items we see derail business sale transaction law transactions in the Houston 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
Governor Abbott signed HB 19 in 2023, creating the Texas Business Court as a new trial-level court with concurrent jurisdiction over complex commercial and corporate matters with amounts in controversy exceeding $5 million. The court began accepting cases September 1, 2024, with five of eleven planned divisions initially operational. Texas also created the Fifteenth Court of Appeals as the first dedicated business court appellate track in the U.S.
Texas non-compete enforcement and earn-out exposure
State legal framework
Enforceable only if ancillary to an otherwise enforceable agreement. Mandatory reformation.
"Sign a weak LOI, and you'll spend months watching your deal terms erode."
3
Houston local regulatory exposure
Local regulatory
FERC oversight applies to midstream and pipeline transactions. Texas Railroad Commission regulates oil and gas operations and is relevant to E&P deal due diligence.
4
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
Alex Lubyansky leads every engagement, with an associate supporting the work. Tell us about your transaction and we will let you know if there is a fit.
