Business Sale Attorney • Memphis, Tennessee

Business Sale Attorney in Memphis

By Alex Lubyansky · Managing Partner

Last updated April 28, 2026

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.

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Selective M&A Practice

Personal Attention

Senior Counsel on Every Deal

Talk to Alex About Your Memphis Transaction

Share the basics. Alex reviews every inquiry personally.

What We Do

Alex Lubyansky handles business sale transaction law work for buyers and sellers in Memphis and across the country. Here is what that looks like:

Buy-side and sell-side legal representation for business sales
Purchase agreement drafting, review, and negotiation
Deal structuring for asset purchases and stock purchases
Due diligence management and risk assessment
Escrow, earnout, and contingent payment structuring
SBA loan coordination and lender-required documentation
Non-compete, employment, and transition agreement negotiation
Post-closing adjustments and dispute resolution

Who We Serve

We work best with people who know what they want and are ready to move:

Buyers and sellers in active business sale transactions
Business broker-referred clients who need transaction counsel
SBA-financed buyers and sellers needing compliant deal documentation
Partners buying out co-owners or selling their interest in a business
Entrepreneurs purchasing their first business
Business owners selling to employees, family members, or outside buyers

See If Your Deal Is a Fit

Tell us what you are working on. We respond within one business day.

Our Process

A structured, methodical approach to business sale transaction law

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.

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.

Due Diligence

Managing Partner Alex Lubyansky oversees legal due diligence, identifying risks and opportunities that directly inform the purchase agreement and deal terms.

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.

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.

Request Engagement Assessment

What Happens After You Submit

We don't take every matter. Here is what happens when you reach out.

Personal Review (Within 24 Hours)

Alex reviews your transaction details personally. No intake coordinators, no junior associates screening your submission.

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.

Initial Conversation

If there is alignment, Alex schedules a direct call to discuss your transaction, timeline, and objectives.

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 handles every business sale transaction law engagement personally.

15+ years of M&A experience. Nationwide. One attorney on every deal.

Request Engagement Assessment

We review every transaction inquiry within one business day.

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?"

Hourly, flat fee, or hybrid. Ask what factors increase legal costs so there are no surprises.

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 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 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

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Ready to Discuss Your Memphis Deal?

Submit transaction details and Alex will respond directly.

The Memphis M&A Market

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

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.

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.

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.

Bar association website

Tennessee Federal and Business Courts

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 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.

Tennessee non-compete enforcement and earn-out exposure

State legal framework

Enforceable with blue-pencil available. Independent consideration required post-hire.

"Your lawyer might help you close the deal. But if they're not there to help you realize its value afterward, you're leaving money on the table."
Alex Lubyansky · Alex LinkedIn Published (Notion library)

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.