Orlando sellers tend to focus on Florida's no-state-income-tax story. It's useful but it's the floor, not the ceiling. The ceiling is what Florida Statute 542.335 actually lets you enforce in a non-compete, how your hospitality or tourism revenue survives buyer diligence, and whether the buyer is running a national template calibrated to the post-pandemic tourism cycle. Our managing partner leads Orlando sell-side engagements personally. Submit the transaction details if you have a qualified buyer.
Share the basics. Alex reviews every inquiry personally.
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
What We Do
Alex Lubyansky handles business sale transaction law work for buyers and sellers in Orlando 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.
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
Our Process
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. No intake coordinators, no junior associates screening your submission.
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 Orlando 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.
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
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 Orlando clients
How enforceable is a non-compete in a Florida business sale?
Florida Statute 542.335 supports non-competes tied to the sale of a business when reasonable in duration, geography, and activity, and courts are expected to blue-pencil overbroad provisions rather than strike them. That makes Florida one of the stronger enforcement states. Buyers know this and push for long, wide covenants. Negotiate carveouts for passive investment and non-competing verticals at LOI.
What hospitality-specific diligence should I expect?
Buyers in hospitality and tourism services run diligence on RevPAR trends, seasonality, customer concentration (particularly exposure to anchor operators like theme parks), vendor contract terms, labor compliance in a high-turnover workforce, and occupancy tax compliance. Clean records across those categories shorten diligence. Gaps become escrow holdbacks or purchase price adjustments.
Does Florida's no-income-tax status affect my deal?
Florida's no-state-income-tax posture removes one layer of tax, but the federal capital gains and depreciation recapture analysis still drives the after-tax outcome. Entity structure, asset versus stock sale treatment, installment sale planning, and the purchase price allocation all matter. Coordinate counsel and a CPA before the LOI is signed.
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 Florida non-compete laws affect business sale transaction law transactions?
Florida has one of the strongest non-compete enforcement frameworks in the country under Florida Statute Section 542.335. Courts presume reasonable any restraint of six months or less, apply a rebuttable presumption of reasonableness for restraints up to two years, and presume unreasonable any restraint exceeding two years. Courts may not consider the hardship to the restricted party when deciding enforceability. Blue-penciling and reformation are expressly authorized.
What are the Florida tax considerations for selling a business?
Florida imposes a 5.5% corporate income tax but has no personal income tax. This makes Florida particularly attractive for S-corp and LLC acquisitions, as pass-through income to Florida-resident owners avoids state income taxation. Asset purchases benefit from Florida's favorable treatment of intangible property (no intangible tax since 2007).
Does Florida have a bulk sales law that affects business acquisitions?
Florida has repealed UCC Article 6 (Bulk Sales). However, Florida Statute Section 212.10 imposes successor liability on buyers of business assets for the seller's unpaid sales tax. Buyers must request a tax clearance letter from the Florida Department of Revenue. Closing without a clearance letter exposes the buyer to the seller's tax debt, up to the purchase price.
What can I expect during an initial consultation in Orlando?
During your confidential initial consultation in Orlando, we'll discuss your business sale transaction law needs, review your current situation, assess potential challenges specific to Florida, 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 Orlando?
Yes, we represent clients nationwide while maintaining a strong presence in Orlando. 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
Submit transaction details and Alex will respond directly.
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
The Orlando M&A Market
Orlando's M&A landscape extends far beyond tourism, with significant deal activity in defense simulation and training (the region hosts more simulation companies than anywhere in the world), healthcare, and technology. The I-4 corridor's growth has created acquisition opportunities in construction services, hospitality management, and real estate technology. Orlando's position as the theme park capital drives a massive ecosystem of entertainment technology, food service, and staffing businesses.
Top M&A Sectors in Orlando
Simulation & Defense Training
Hospitality & Tourism
Healthcare
Construction Services
Entertainment Technology
Deal Environment
Orlando's diversified economy provides consistent deal flow even when tourism fluctuates. The defense simulation cluster creates highly specialized acquisition targets with significant government contract revenue and IP portfolios.
Why Acquire in Orlando
Central Florida adds over 50,000 residents annually, and the region's diverse economy has reduced its dependence on tourism. Orlando's lower operating costs compared to South Florida, combined with strong population growth, create favorable conditions for acquirers.
Florida Legal Considerations
Florida's favorable non-compete enforcement, combined with no state income tax, makes Orlando particularly attractive for acquirers who need to retain key employees and protect customer relationships post-acquisition.
Orlando M&A Market Insight
Florida Statute 542.335 governs non-competes and is one of the more enforceable restrictive covenant regimes in the country, with courts expected to blue-pencil rather than strike overbroad language. That cuts both ways. Buyers know the statute and will push for longer durations and wider geography. Sellers who plan to stay active in the industry should negotiate carveouts at LOI, not at closing. Orlando's buyer pool is concentrated in hospitality, tourism services, theme-park-adjacent vendors, and health services. Hospitality and tourism businesses face specific diligence on seasonality, pricing volatility, and customer concentration (which in Orlando often means concentration in a small number of anchor operators). Florida also has no state income tax, which makes the federal tax and entity structure analysis the primary driver of the after-tax outcome.
Common Deal Scenarios in Orlando
1
Retiring Owner Selling Tourism Services to Family Buyer
A retiring owner selling a tourism services business to a family member still needs a defensible valuation, a seller note the buyer can service through seasonal cash flow cycles, and a non-compete that holds under Florida Statute 542.335. The seasonality of Orlando tourism cash flow affects the seller note structure materially. A monthly amortization that ignores January and February creates default risk.
2
Hospitality Services Sale to PE Rollup Platform
PE-backed hospitality rollups in Orlando negotiate from standardized terms: earnouts tied to RevPAR or adjusted EBITDA, working capital pegs calibrated to seasonal averages, escrows, and wide non-competes. Sellers who negotiate seasonality into the working capital definition, specific carveouts in the non-compete, and realistic earnout definitions preserve the value that less-prepared sellers surrender.
3
Search Fund Acquisition of Specialty Services Business
Search fund buyers in Orlando bring patient capital and a defined hold period. Diligence runs deep on customer concentration, vendor relationships with anchor operators, and contract change-of-control provisions. Sellers with concentrated customer exposure to theme parks or major tourism operators should prepare explanations and, where possible, diversification plans before going to market.
Why Orlando for M&A
Orlando remains one of the most active mid-market M&A corridors in the Southeast, driven by hospitality, tourism services, and health services, with a steady flow of PE rollup activity and search fund interest. Sellers who plan non-compete scope, structure seller notes for seasonality, and prepare customer-concentration explanations before going to market preserve value that less-prepared sellers surrender during diligence.
Local Market Context
Orlando M&A Market
Orlando-Kissimmee-Sanford, FL MSA · MSA population 2.8M
MSA Population (2024)
2.8M
U.S. Census Bureau
Top Industry Concentration
1 tourism and hospitality
2 simulation and defense technology
3 healthcare
Orlando's economy is anchored by tourism and hospitality, simulation and defense technology, and healthcare. Walt Disney World, Universal, and SeaWorld create a hospitality and entertainment M&A sub-market focused on hotel, restaurant, and attraction acquisitions. The metro also has a significant defense simulation and modeling cluster (the world's largest concentration of simulation technology firms) near the UCF Research Park, which generates defense contractor M&A activity.
Major Orlando Employers and Deal Anchors
Walt Disney World
Universal Orlando
Lockheed Martin (simulation)
Orlando Health
AdventHealth
Darden Restaurants
Transit and Logistics
Orlando International Airport is a major domestic and international tourist gateway and is undergoing significant expansion. SunRail regional rail serves commuters. The metro's logistics infrastructure supports tourism supply chain distribution.
Recent Orlando Deal Signal (2024-2025)
No verified 2024-2025 metro-specific deal signal found. Orlando's hospitality sector resumed robust performance post-pandemic and represented an active investment target market, but specific company-level M&A transactions at the metro level were not surfaced in research.
Local Regulatory Notes for Business Sale Transaction Law
Florida OFR handles securities. No unusual Orange County or City of Orlando restrictions on business transfers.
Florida Legal Considerations for Business Sale Transaction Law
Non-Compete Laws
Strongly enforced under statutory framework (Section 542.335). Hardship to employee not considered.
Filing Requirements
Entity mergers, conversions, and dissolutions require filing with the Florida Division of Corporations (Sunbiz). Bulk asset purchasers must obtain a clearance letter from the Department of Revenue. Professional license transfers require separate filings with the Department of Business and Professional Regulation.
Key Florida Considerations
Florida's non-compete statute expressly prohibits courts from considering the hardship to the restricted party, making it one of the most employer-friendly non-compete regimes in the country
Florida has no personal income tax, which significantly affects deal structure and makes pass-through entity acquisitions (S-corps, LLCs) particularly tax-efficient for Florida-resident buyers
Florida's homestead exemption (unlimited value, subject to acreage limits) can complicate personal guarantees and indemnification provisions in acquisition agreements involving individual sellers
Florida Bar Authority
The Florida Bar (mandatory unified bar). Unified/integrated bar. Membership required to practice law in Florida.
Federal districts: N.D. Fla., M.D. Fla., S.D. Fla.
Business court: Florida Circuit Court Business Courts (multiple counties) (established 2003) Specialized business court divisions operate in Miami-Dade, Broward, Palm Beach, Hillsborough (Tampa), and Orange (Orlando) counties. Florida Statute sec. 542.335 governs restrictive covenants and is nationally notable for its pro-enforcement stance.
Florida M&A Market Context
Florida is a major lower-middle-market M&A state, with Miami as an international deal-flow hub and Tampa-Orlando as domestic healthcare and distribution transaction centers.
Watchpoints
Common Orlando Business Sale Transaction Law Pitfalls
These are the items we see derail business sale transaction law transactions in the Orlando market. Each one is rooted in current statutory law, recent legislative changes, or recurring patterns from the deals Alex has handled.
1
Florida non-compete enforcement and earn-out exposure
State legal framework
Strongly enforced under statutory framework (Section 542.335). Hardship to employee not considered.
"Non-binding is just a phrase. It does not guarantee a frictionless process down the line. An LOI can absolutely structure the entire future of a deal even when the document explicitly says non-binding. If counsel comes in later in the game, the LOI is already there, and parties will anchor to it. Whether or not you were involved in the drafting. Whether or not you were involved in the negotiation. They will anchor to that document. And when deals blow up, fingers get pointed at the LOI's terms. The phrase non-binding sets a buyer's expectations. The substance of the document sets the deal. Those two things are different, and the gap between them is where deals get expensive."
2
Orlando local regulatory exposure
Local regulatory
Florida OFR handles securities. No unusual Orange County or City of Orlando restrictions on business transfers.
3
Florida regulatory framework attorneys flag at LOI
State statute
Securities regulated by Florida Office of Financial Regulation (flofr.gov). Florida follows a comprehensive securities act; Blue Sky notice filings required for Reg D. Florida is a significant enforcement state for unregistered offerings.
Guides and Resources
In-depth guides to help you prepare for your transaction
