For a Katy owner selling an energy-services company, recurring service business, or franchise portfolio, the headline offer is only the beginning. Unfinished jobs, customer deposits, franchisor approvals, and an earnout can change what you receive and when you can leave. Acquisition Stars helps sellers turn those issues into negotiated terms before exclusivity limits their options. Acquisition Stars handles the transaction from the letter of intent through negotiation and closing.
A structured, methodical approach to business sale transaction work
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
Legal due diligence identifies risks and opportunities that 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, we schedule a 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.
Request Your Engagement Assessment
Acquisition Stars handles business sale transaction work for buyers and sellers nationwide.
M&A counsel. Nationwide. LOI through closing.
Request Engagement Assessment
Alex reviews each inquiry. 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
Frequently Asked Questions
Common questions from clients
What should a Katy seller resolve before agreeing to an earnout?
Resolve the metric, measurement period, accounting rules, buyer-controlled decisions that affect the metric, access to records, and the dispute process. Alex Lubyansky’s discussion of earnouts on LifeWise asks whether the target is realistically attainable and how the seller gets there. Applied to a service-business sale, that means testing the formula against actual job economics and the buyer’s ability to move work or costs. This application is a planning example, not a reported client result.
How should customer deposits be handled when selling a service business?
Prepare a job-by-job schedule linking each deposit to the remaining performance obligation. Negotiate whether the seller retains the cash, transfers it, or receives an adjustment to the price, and identify who will finish the work or handle a refund. Coordinate that treatment with working capital and assumed liabilities to avoid counting the same obligation twice.
What Texas tax item should be on the closing checklist?
Address the Texas Comptroller’s Certificate of No Tax Due and successor-liability guidance with the buyer and CPA. The state describes circumstances requiring the buyer to withhold purchase money for unpaid business taxes. Treat clearance and payment instructions as closing deliverables. Texas tax obligations should not be dismissed merely because the seller expects favorable federal tax treatment.
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.
Do I need an attorney for a small business sale?
Yes. A business sale involves a purchase agreement, allocation of liabilities, non-compete terms, and closing steps, and counsel can review each one before you sign.
What affects the cost of a business sale attorney
The cost depends on the size and complexity of the transaction. 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. We represent one party in a transaction, either the buyer or the seller.
How is Acquisition Stars different from a general business lawyer?
The firm's practice centers on M&A transactions, while a general business lawyer covers many areas of law. The work here focuses on structuring, due diligence, purchase agreements and closing.
How long does it take to sell a business?
No fixed period applies: from a signed letter of intent, due diligence, financing and the purchase agreement set the closing date, and preparation, marketing, and finding a buyer come before that.
Asset sale or stock sale: which is better for a seller?
Neither is better in every sale. An asset sale transfers selected assets, and a stock sale transfers the entity itself. 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?
What happens to employees depends on whether the deal is an asset sale or a stock sale and on the terms the parties agree. We review employment agreements, benefit plans, and any change-in-control provisions as part of the sale.
How an earnout or seller note works
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.
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 as part of the sale, whether you are selling directly to a buyer or through a broker-managed process.
How do I choose a lawyer to sell my business?
Choose a lawyer to sell your business based on sell-side transaction experience, not general business law credentials. Confirm the attorney can evaluate earnout, rollover equity, and seller-financing terms well enough to tell you which provisions are standard and which put your proceeds at risk, not just draft the purchase agreement. Also confirm availability during due diligence and how fees scale with deal size before you engage.
Can you sell a business without a lawyer?
An owner can negotiate a sale without a lawyer. The purchase agreement, indemnification terms, and escrow structure are easier to review with counsel before you sign.
What are red flags when hiring a lawyer to sell a business?
The clearest red flags: an attorney who will not say who handles your deal, has no sell-side experience, cannot explain earnout or rollover risk in plain terms, quotes a price before reviewing your deal, or will not put the engagement scope in writing. See the red flags section above for the full list and what to ask instead.
Does Acquisition Stars only represent sellers, or buyers too?
Acquisition Stars represents both buyers and sellers in business sale transactions, though never both parties in the same deal. The firm's sell-side experience, including evaluating earnout, rollover equity, and seller-financing terms, applies whether you are the party selling or the party structuring an offer to buy.
What are the Texas tax considerations for selling a business?
Does Texas have a bulk sales law that affects business acquisitions?
A buyer of a business or its stock of goods must withhold enough of the purchase price to cover the seller's unpaid state taxes until the seller provides a tax receipt or a certificate that no tax is due. (Tex. Tax Code ch. 111) A buyer who fails to withhold is liable for that amount up to the value of the purchase price. (Tex. Tax Code ch. 111) A buyer may ask the Comptroller for a certificate stating that no tax is due. (Tex. Tax Code ch. 111)
What can I expect during an initial consultation?
During a confidential initial consultation, we discuss your transaction, review your current situation, assess challenges specific to Texas, and outline a path forward. We explain our process, answer your questions, and determine whether we are the right fit.
Do you work with companies outside of Katy?
Yes. Acquisition Stars represents clients nationwide and coordinates with local counsel where state-specific requirements apply.
Need Specific Guidance?
Submit your transaction details for a preliminary assessment.
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 Near Katy
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 the Houston Area
Houston's pro-business environment 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
For 2026 and 2027 reports, the Texas Comptroller lists a franchise tax no-tax-due threshold of $2,650,000. (Tex. Comptroller, Franchise Tax)
Katy M&A Market Insight
A Katy seller whose business serves the Houston area should organize diligence around how jobs turn into cash. List open jobs, amounts billed, deposits collected, costs to complete, warranty obligations, and the entity named on each customer contract. For a franchise portfolio, make the same list by unit and add the franchisor’s transfer requirements and each premises lease. This produces a closing map: which obligations the buyer assumes, which proceeds remain with the seller, and which third-party approvals could prevent all units from transferring together.
Energy-services sale: separate completed revenue from remaining job risk
Illustrative planning scenario: a maintenance contractor has a strong backlog but several jobs need additional labor and rented equipment after closing. Request the underlying work orders, cancellation rights, deposits, and cost-to-complete estimates. Decide which party earns the receivable and pays to finish each job. Use those decisions in the assumed-liabilities schedule and working capital definition so a backlog number does not conceal an unfunded obligation.
2
Franchise portfolio: build an approval checklist for each unit
Record the seller entity, franchise agreement, transfer application, proposed buyer, lease consent, transfer charges, and required work for every unit. Ask whether the franchisor requires new agreement terms or buyer training. Decide what happens if one location is approved and another is delayed. Address any split closing, price allocation, and shared-service arrangements explicitly rather than assuming portfolio approval is a single event.
3
Earnout offer: test the calculation against decisions the buyer controls
Use a hypothetical month to work through the proposed formula. If payment depends on profit, identify how shared overhead, new hires, equipment charges, and diverted customers affect that profit. Negotiate the seller’s access to records, calculation deadlines, dispute process, and any operating commitments. Compare the cash payable at closing with the amount genuinely contingent on future performance before treating the offer as an acceptable price.
Why Katy for M&A
The first legal review should identify the seller’s actual constraint: finishing jobs, obtaining unit-level approvals, collecting deferred consideration, or leaving operations after a transition. Send the draft offer and the corresponding job, franchise, or payment schedules. This gives the assessment a concrete transaction question to resolve.
Local Market Context
Katy M&A Market
Houston-Pasadena-The Woodlands, TX MSA · MSA population 7.8M
MSA Population (2024)
7.8M
U.S. Census Bureau
Top Industry Concentration
1oil and gas and energy
2petrochemicals and refining
3healthcare
Houston is a center of the U.S. energy industry. 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 Katy Employers and Deal Anchors
ExxonMobil
ConocoPhillips
Chevron Phillips Chemical
Houston Methodist
Halliburton
Schlumberger (SLB)
Transit and Logistics
George Bush Intercontinental and Hobby airports serve the metro. The Houston Ship Channel is a critical national energy infrastructure asset.
Recent Katy Deal Signal (2024-2025)
ExxonMobil's acquisition of Pioneer Natural Resources closed in Q2 2024 in a deal valued at approximately $60 billion. Upstream consolidation across Permian Basin operators continued through 2024-2025.
Texas Legal Considerations for Business Sale Transaction Law
Non-Compete Laws
Texas enforces a covenant not to compete that is ancillary to or part of an otherwise enforceable agreement, to the extent its limits on time, geographical area, and scope of activity are reasonable and no greater than necessary to protect the goodwill or other business interest of the promisee. (Tex. Bus. & Com. Code 15.50) If such a covenant has limits that are not reasonable, the court must reform it to the extent necessary to make the limits reasonable and no greater than necessary. (Tex. Bus. & Com. Code 15.51)
Texas gives each spouse sole management and disposition of the community property that spouse would have owned if single, under Tex. Fam. Code 3.102, and leaves the remaining community property to joint management unless the spouses provide otherwise by a written power of attorney or other agreement. (Tex. Fam. Code ch. 3)
Texas Bar Authority
State Bar of Texas (mandatory unified bar). The State Bar of Texas is composed of the persons licensed to practice law in Texas. (Tex. Gov't Code ch. 81)
Federal districts: N.D. Tex., S.D. Tex., E.D. Tex., W.D. Tex.
Business court: Texas Business Court
The court is composed of eleven geographical divisions, five of which were operational as of November 2026. (Tex. Business Court) It has civil jurisdiction concurrent with district courts in listed actions, such as a derivative proceeding or an action regarding the governance, governing documents, or internal affairs of an organization, when the amount in controversy exceeds $5 million, excluding interest, statutory damages, exemplary damages, penalties, attorney's fees, and court costs. (Tex. Gov't Code ch. 25A) Except when the supreme court has concurrent or exclusive jurisdiction, the Fifteenth Court of Appeals has exclusive jurisdiction over an appeal from the business court. (Tex. Gov't Code ch. 25A)
Watchpoints
Common Business Sale Transaction Law Pitfalls
These legal points can derail a transaction in the Katy market. Each one links to its official source.
Local regulatory exposure
Local regulatory
Federal natural gas law applies to the transportation of natural gas in interstate commerce. (15 U.S.C. 717) The Texas Railroad Commission has jurisdiction over all oil and gas wells in Texas. (Tex. Natural Resources Code ch. 81)