Katy sits at the western edge of the Houston metro, where the energy services economy, franchise strip centers, and a massive residential population base create a distinctive sell-side M&A market. Energy-services businesses built during Texas's shale boom, franchise portfolios serving one of the fastest-growing suburban corridors in the country, and professional services firms catering to the Katy ISD and Fort Bend County growth zone are all active sell-side categories here. Texas's no state income tax framework means the asset versus stock purchase decision is driven entirely by federal tax planning. Our managing partner handles Katy-area sell-side engagements directly.
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 Katy 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
Frequently Asked Questions
Common questions from Katy clients
Should I sell my Katy energy services business as an asset purchase or stock purchase?
The asset versus stock sale decision for a Texas energy services company involves both federal tax and liability allocation considerations. In an asset sale, the seller faces ordinary income tax on equipment and inventory gain (recapture) and capital gains on goodwill, while the buyer gets a stepped-up tax basis for depreciation. In a stock sale, the seller typically achieves capital gains treatment on the entire gain, but the buyer assumes all historical liabilities of the entity and cannot step up the tax basis. For energy services companies with significant equipment assets and potential environmental liabilities, the asset sale structure is more common because buyers want liability isolation. However, sellers in a strong commodity cycle position may have enough negotiating leverage to push for a stock sale, which can produce materially better after-tax proceeds. This decision belongs at the LOI stage, not after the purchase agreement is drafted.
What are buyers looking for when acquiring an energy services company in Katy?
Energy services buyers in the Katy and Energy Corridor market focus on several specific factors beyond the standard EBITDA multiple. Contract backlog is critical because it demonstrates revenue visibility beyond the trailing period. Customer concentration among oil and gas operators is a significant risk factor because losing a major customer post-closing can eliminate a large portion of revenue. Equipment fleet condition and capital expenditure requirements affect normalized free cash flow. Environmental compliance history is scrutinized because even routine field services operations can carry environmental exposure. Buyer diligence teams will also review safety incident records (TRIR and DART rates) because safety performance affects customer relationships and insurance costs. Sellers who prepare comprehensive documentation in each of these areas before going to market maintain leverage through the diligence process.
How does the Texas franchise tax affect the sale of my Katy business?
Texas's franchise tax, commonly called the margin tax, applies at the entity level and must be addressed in the purchase agreement. The selling entity must be in good standing with the Texas Comptroller at closing, with all franchise tax filings current. The purchase agreement should include a representation by the seller regarding franchise tax compliance and a proration mechanism that allocates the franchise tax obligation through the closing date. In asset sales, the buyer inherits no franchise tax liability from the selling entity, but should verify good standing before closing. In stock or membership interest purchases, the buyer assumes the entity's franchise tax obligations, making franchise tax compliance a specific diligence priority. Texas Comptroller good standing certificates are a standard closing deliverable in Katy and Houston-area transactions.
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 Katy?
During your confidential initial consultation in Katy, 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 Katy?
Yes, we represent clients nationwide while maintaining a strong presence in Katy. 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 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, 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.
Katy M&A Market Insight
Katy's economic profile is shaped by two dominant forces: the Energy Corridor on its eastern boundary, where major oil and gas companies concentrate their Houston-area operations, and the residential growth explosion that has made Katy ISD one of the largest school districts in Texas. Energy-services companies providing field services, industrial maintenance, equipment rental, and downstream processing support to the Energy Corridor generate consistent sell-side deal flow, particularly as commodity cycle volatility motivates owner-operators to seek liquidity at high points in the energy market. The franchise sector in Katy is exceptionally active. The westward expansion of the Houston metro has produced strip center density and demographic demand that makes Katy one of the strongest franchise markets in Texas, and multi-unit franchise portfolios are frequently valued and transacted in this corridor. Texas has no state income tax, which means the full after-tax impact of the asset versus stock sale decision falls on the federal analysis. Asset sales create stepped-up depreciation basis for the buyer but ordinary income tax exposure on certain assets for the seller. Stock sales typically produce capital gains treatment for the seller. The choice involves both parties' tax positions and should be addressed at the LOI stage, not during purchase agreement drafting.
Common Deal Scenarios in Katy
1
Energy Services Business Sale with Commodity Cycle Timing
Selling an energy services company in the Katy and Energy Corridor market requires addressing buyer concerns about commodity cycle sensitivity in the historical financial performance. Normalizing EBITDA for cycle effects, documenting customer contract backlog and renewal probability, addressing environmental liability exposure through Phase I and Phase II assessments, and structuring the deal to allocate commodity cycle risk appropriately between buyer and seller are all core elements of the sell-side work. Energy services sellers often face earn-out proposals from buyers who are skeptical of near-cycle-peak revenue sustainability. Defining the earn-out metric, the buyer's operational obligations during the earn-out period, and the dispute resolution mechanism for contested calculations requires specific drafting skill.
2
Franchise Portfolio Sale to PE or Operator
Katy's franchise density makes multi-unit portfolio sales a recurring transaction type. Selling a portfolio of franchise units involves franchisor consent for each unit, transfer fees, buyer creditworthiness review by the franchisor, and coordination between the franchise agreement assignments and the overall asset purchase agreement. The purchase price allocation between franchise rights, equipment, inventory, and goodwill has significant tax implications. Remodel obligation disclosures and any franchise system required capital expenditures within the next 24 months should be addressed in the seller's representations to prevent post-closing indemnity claims.
3
Professional Services Firm Sale in a High-Growth Suburb
Katy's population growth has generated substantial demand for professional services: accounting firms, engineering consultancies, staffing agencies, and technology managed services providers that serve the residential and commercial base. Selling these businesses involves customer contract portability analysis, key personnel retention through transition agreements, and non-compete negotiation under Texas law. Texas non-compete law requires that the covenant be ancillary to an otherwise enforceable agreement and be reasonable in time, geography, and scope of activity. A non-compete tied to the sale of a business satisfies the ancillary requirement, but the scope must still be reasonable.
Why Katy for M&A
Katy's combination of energy services deal flow, franchise market activity, and population growth creates a sell-side M&A environment that rewards preparation. Texas's no-income-tax framework focuses the structuring conversation on federal considerations, while the Energy Corridor buyer pool and the franchise system approval processes add transaction-specific complexity. Alex works with Katy-area business owners from initial exit planning through closing, with personal attention to every engagement. The firm handles Texas sell-side transactions across energy services, franchise portfolios, and professional services businesses.
Local Market Context
Katy 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 Katy 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 Katy 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 Katy Business Sale Transaction Law Pitfalls
These are the items we see derail business sale transaction law transactions in the Katy 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.
"When the other side returns a redlined definitive, you don't need to be an attorney to scan the document and see whether it's signal or noise. If the entire document is now red, you can see it visually. The quick scan is whether these are actually important points or whether this is grammatical nitpicking for the sake of grammatical nitpicking. The latter is a pretty big red flag pretty quickly. In a good transaction, the redlining focuses on risk allocation, earnouts, exclusivity. The structural points that matter to the client on either side. That's fair. That's fine. When you see the same point reraised three rounds later, you have to ask whether that's a memory problem or just another way to keep the meter running. Sometimes I wonder if the firms are working together to make sure it goes back and forth. I'm not part of that."
3
Katy 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
Attorney perspective on business sale attorney matters in Katy
"The diametrically opposed framing falls apart when you ask better questions."
Alex Lubyansky, Senior Counsel
On why the asset versus stock sale debate and other apparent structural conflicts often have workable middle-ground solutions when both parties explore underlying motivations (Leo Landaverde M&A Podcast)
15+ years of M&A and securities transaction experience·Senior counsel on every engagement·Admitted in Michigan, practicing nationwide
