Tennessee's lack of a state wage income tax is the headline most Memphis sellers fixate on. The more interesting question is how your non-compete holds under Tennessee common law, how your logistics contracts survive change-of-control review, and whether your deal structure actually takes advantage of the tax environment. Our managing partner handles Memphis 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. 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 Memphis 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.
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 Memphis clients
Does Tennessee's lack of wage tax actually matter for my business sale?
Indirectly. Tennessee has no state tax on wages, but a business sale produces capital gain which is taxed federally regardless of where you live. Tennessee's business tax and franchise/excise tax apply at the entity level, so they surface in working capital and purchase price allocation. The real tax planning happens at the federal level and in deal structure, and Tennessee residency helps but doesn't replace that planning.
Are non-competes enforceable in a Tennessee business sale?
Tennessee enforces non-competes tied to a business sale more readily than employment non-competes. Courts apply a reasonableness test to duration, geographic scope, and activity restrictions. Buyer counsel will ask for broad language. Sellers who plan to stay active in the industry in any form should negotiate carveouts for passive investment, advisory roles, and non-competing ventures at the LOI stage.
What customer concentration issues come up in Memphis logistics deals?
Logistics businesses often have one or two customers generating 40 to 70 percent of revenue, and buyers treat this as a concentration risk that affects valuation, earnout structure, and indemnity asks. Change-of-control provisions in customer contracts can require consent before transfer. Sellers who either diversify the book in advance or pre-negotiate customer consent go to market with stronger leverage.
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 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?
Legally, yes, but the purchase agreement, indemnification terms, and escrow structure carry real financial risk when negotiated without counsel. Even in a straightforward sale, an attorney identifies liability exposure and post-closing risk that a seller working alone is likely to miss until it becomes a dispute.
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 fixed fee 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.
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 Memphis?
During your confidential initial consultation in Memphis, 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 Memphis?
Yes, we represent clients nationwide while maintaining a strong presence in Memphis. 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
Memphis's M&A market is defined by its status as America's logistics capital, home to FedEx's global hub and one of the nation's busiest cargo airports and inland ports. This logistics infrastructure has spawned hundreds of warehousing, freight brokerage, and third-party logistics companies in the $2M-$30M range that are prime acquisition targets. Beyond logistics, Memphis drives deal activity in healthcare (St. Jude Children's Research Hospital, Methodist Le Bonheur), food and agriculture, and a growing music and entertainment services sector.
Top M&A Sectors in Memphis
Logistics, Freight & 3PL Services
Healthcare & Medical Devices
Food Processing & Distribution
Manufacturing & Industrial Services
Music, Entertainment & Media
Deal Environment
Memphis offers strong deal flow in logistics and distribution, with the FedEx ecosystem creating a continuous pipeline of founder-owned businesses reaching acquisition scale. Healthcare deals are competitive due to institutional buyer interest, but logistics and industrial businesses trade at reasonable multiples with predictable cash flows.
Why Acquire in Memphis
Memphis's logistics infrastructure is a moat: acquiring a distribution or freight business here means access to FedEx's global hub, four Class I railroads, and America's fourth-largest inland port, creating operational advantages that are nearly impossible to replicate. Tennessee's lack of state income tax on wages adds immediate bottom-line value to acquisitions.
Tennessee Legal Considerations
Tennessee enforces non-compete agreements under a reasonableness analysis and recently enacted the Tennessee Lawful Employment Act requiring E-Verify compliance, which acquirers must factor into workforce due diligence; the state has no bulk sales act, but Tennessee's franchise and excise tax obligations transfer with going-concern business sales and require careful clearance.
Memphis M&A Market Insight
Tennessee has no tax on wages, which matters less than sellers think for a business sale (since federal tax on the gain is the larger line) but still improves the overall posture compared to high-tax states. Tennessee's business tax and franchise and excise tax do apply at the entity level and surface in working capital and purchase price allocation conversations. The defining Memphis dynamic is logistics. FedEx world headquarters anchors an enormous air, ground, and intermodal ecosystem, and buyers acquiring businesses in third-party logistics, freight brokerage, warehousing, or last-mile delivery run deep diligence on customer concentration (often Amazon, FedEx, or retail chains), labor exposure, DOT compliance, and equipment financing. AutoZone's distribution footprint drives retail parts and aftermarket activity. Healthcare services, led by the regional hospital systems and ancillary providers, bring Stark, Anti-Kickback, and payor change-of-control dynamics. Tennessee non-competes tied to a business sale are more readily enforced than employment non-competes, but reasonableness remains a fact-specific inquiry.
Common Deal Scenarios in Memphis
1
Logistics or 3PL Business Sale with Customer Concentration Review
Buyers in the Memphis logistics market run hard on customer concentration, because one or two accounts often drive the majority of revenue. Change-of-control provisions in customer agreements, master service agreement flow-downs, and pricing commitments all become negotiation points. Sellers who have diversified their book, or who have negotiated customer consents in advance, go to market with meaningfully stronger leverage.
2
Healthcare Services Sale with Regulatory Diligence
Physician practice, ancillary, and post-acute sellers in Memphis face Stark, Anti-Kickback, payor change-of-control, and provider credentialing diligence at a level consistent with the regional hospital systems and the Tennessee Department of Health. Compliance program documentation and billing audits matter. Clean files shift leverage. Gaps invite indemnity escrows.
3
Distribution or Aftermarket Parts Business Sale
Businesses in the AutoZone and retail distribution orbit often have anti-assignment provisions on major customer contracts, inventory financing facility consents required for change-of-control, and employee benefit plan transitions that take real planning. Buyers who are strategic acquirers negotiate from a different posture than PE buyers, and sellers benefit from understanding which buyer they're engaging.
Why Memphis for M&A
Memphis M&A activity reflects the city's logistics, healthcare, and distribution economics, which means buyers expect sector-specific diligence rigor. Sellers who plan deal structure carefully, audit customer concentration and contract assignability, and negotiate non-compete scope at the LOI stage preserve the leverage that surrenders during diligence when those items aren't prepared.
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.
Source: Tennessee Chancery Court Business Court Docket
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 Memphis Business Sale Transaction Law Pitfalls
These are the items we see derail business sale transaction law transactions in the Memphis 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.
"An LOI is permission to look under the hood. Nothing more."
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
Sign a weak LOI, and you'll spend months watching your deal terms erode.
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.
