Virginia's Non-Compete Act limits employment non-compete enforceability above a defined wage threshold, but covenants tied to a business sale operate under different standards. Most first-time Richmond sellers conflate the two and give up ground they didn't have to concede. Our managing partner handles Richmond sell-side engagements directly. 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 Richmond 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 Richmond 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 Richmond clients
How does Virginia's Non-Compete Act affect my business sale?
Virginia's Non-Compete Act restricts enforceability of employment non-competes below a defined salary threshold and imposes notice requirements. Covenants tied to the sale of a business are treated differently and remain more readily enforceable under common law with a reasonableness test. Sellers who plan to stay active in the industry should negotiate specific duration, geography, and activity carveouts at the LOI stage.
What data privacy diligence should I expect from Richmond financial services buyers?
Financial services and insurance-affiliated buyers run deep data privacy diligence: information security program documentation, incident history, vendor-risk controls, customer data handling, and regulatory reporting posture. Expect rep packages that reflect institutional norms. Pre-auditing these materials before the data room opens shortens diligence and reduces rep and indemnity pressure meaningfully.
Does Virginia have a pass-through entity tax election?
Yes. Virginia enacted a PTE election that lets eligible LLCs and S-corps pay state income tax at the entity level, creating a federal deduction outside the SALT cap. For a seller with a material gain, the election can move real dollars. The timing and interaction with deal structure (asset vs stock, F-reorganization) has to be coordinated between counsel and CPA before LOI.
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 Virginia non-compete laws affect business sale transaction law transactions?
Restricted under the Virginia Non-compete Restriction Act (effective July 1, 2020, amended 2023). Non-competes are prohibited for low-wage employees (earning less than the state's average weekly wage, approximately $1,343/week in 2024, or $69,836 annually). For employees above the threshold, standard reasonableness requirements apply. Virginia courts apply a strict blue-pencil rule, striking unreasonable provisions without reformation.
What are the Virginia tax considerations for selling a business?
Virginia imposes a 6% corporate income tax. The state uses a double-weighted sales factor apportionment formula. Virginia conforms to most federal tax provisions but has a fixed-date conformity, meaning it does not automatically adopt federal tax changes. This can create differences between federal and Virginia treatment in the year of a transaction.
Does Virginia have a bulk sales law that affects business acquisitions?
Virginia has repealed UCC Article 6 (Bulk Sales). Virginia Code Section 58.1-1802 allows the Department of Taxation to impose successor liability on asset purchasers for the seller's unpaid taxes. A tax clearance should be obtained before closing.
What can I expect during an initial consultation in Richmond?
During your confidential initial consultation in Richmond, we'll discuss your business sale transaction law needs, review your current situation, assess potential challenges specific to Virginia, 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 Richmond?
Yes, we represent clients nationwide while maintaining a strong presence in Richmond. 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 Richmond M&A Market
Richmond's M&A market reflects its dual identity as Virginia's capital and a major financial services center, with Fortune 500 companies like Altria, CarMax, and Markel Corporation anchoring a sophisticated business community. The region's banking and insurance sector drives significant deal activity, complemented by government contracting firms that serve the federal corridor extending to Washington, D.C. Richmond's lower costs relative to Northern Virginia and D.C. have made it an attractive relocation target for professional services firms, fueling a secondary wave of M&A activity.
Top M&A Sectors in Richmond
Financial Services & Insurance
Government Contracting & IT Services
Healthcare & Behavioral Health
Consumer Products & Tobacco
Commercial Real Estate & Property Management
Deal Environment
Richmond offers a deep market for $2M-$20M deals in financial services, government contracting, and healthcare, with a professional intermediary community that includes Davenport & Company and Harris Williams (now part of PNC). Deal competition is moderate, with local PE firms and family offices providing liquidity alongside national buyers.
Why Acquire in Richmond
Richmond's strategic location between Washington, D.C., and the Hampton Roads military complex gives acquired businesses access to both federal and defense spending. Virginia's consistent ranking as the #1 state for business and its Right-to-Work status enhance the attractiveness of Richmond-based acquisitions for growth-oriented buyers.
Virginia Legal Considerations
Virginia enacted significant reforms to non-compete agreements effective July 2020, prohibiting them for low-wage employees (below median state wage), and the state's unique 'smart regulation' approach to business compliance means acquirers benefit from generally predictable regulatory treatment but must attend to Virginia-specific employment posting and notification requirements.
Richmond M&A Market Insight
Virginia's Non-Compete Act applies to employment relationships and restricts enforceability for workers below a defined salary threshold, with specific notice requirements. Non-competes tied to the sale of a business are treated differently and remain more readily enforceable under Virginia common law and Supreme Court of Virginia precedent, with a reasonableness test applied to duration, geography, and scope. Richmond's economy anchors on financial services (Capital One, Markel, Genworth), tobacco legacy manufacturing (Altria headquarters), healthcare (VCU Health), and a growing professional services and technology base. Financial services buyers bring institutional diligence, and customer contract review and data privacy diligence are thorough. Virginia has a pass-through entity tax election that interacts with federal SALT treatment, and the state's flat income tax structure makes state-level tax planning simpler than graduated-rate states. ABC license transfers through Virginia ABC are required in hospitality sales.
Common Deal Scenarios in Richmond
1
Financial Services or Fintech Business Sale
Capital One, Markel, and the broader Richmond financial services community produce institutional buyers whose purchase agreements reflect banking and insurance culture. Expect extensive data privacy diligence, vendor risk review, customer contract change-of-control analysis, and detailed rep packages with capped indemnities and regulatory MAC clauses. Sellers should actively negotiate the rep package rather than accept a template.
2
Healthcare Services Sale with Payor Review
VCU Health and the regional healthcare ecosystem drive activity in physician practices, ancillary services, and post-acute care. Buyers run Stark, Anti-Kickback, payor contract change-of-control, and provider credentialing diligence. Clean compliance documentation and organized payor contract files preserve leverage. Gaps invite indemnity escrows and purchase price holdbacks.
3
Manufacturing or Industrial Business Sale
Richmond's industrial base includes tobacco-adjacent operations, specialty manufacturing, and logistics serving the Mid-Atlantic corridor. Environmental diligence on operations with long site histories, equipment financing consent, and customer contract assignment all surface in diligence. Phase I environmental reviews are routine and Phase II is common for legacy sites.
Why Richmond for M&A
Richmond's M&A flow reflects financial services, healthcare, manufacturing, and professional services, each with institutional diligence expectations. Sellers who plan the Non-Compete Act distinction, PTE election, and compliance documentation before going to market preserve leverage. Sellers who treat the non-compete as a closing-week item often concede scope that costs them years of career optionality.
Virginia Legal Considerations for Business Sale Transaction Law
Non-Compete Laws
Restricted by income threshold. Strict blue-pencil (no reformation).
Filing Requirements
Entity mergers and conversions require filing with the Virginia State Corporation Commission (SCC). Annual reports (annual registration fees) are required. The SCC also regulates certain types of business entities more actively than most states.
Key Virginia Considerations
Virginia's State Corporation Commission (SCC) is a constitutionally independent regulatory body with broader authority over business entities than most states' secretaries of state
Virginia's fixed-date conformity with the federal Internal Revenue Code means the state may not have adopted recent federal tax changes, creating potential divergence in transaction tax treatment
Northern Virginia's concentration of government contractors and technology companies creates CFIUS and national security considerations in many acquisitions
Virginia Bar Authority
Virginia State Bar (mandatory unified bar). Unified/integrated bar (Virginia State Bar is the regulatory body). The Virginia Bar Association is a separate voluntary organization. VSB membership is required to practice law in Virginia.
Business court: No dedicated business court division. Commercial disputes proceed through general civil courts.
Virginia M&A Market Context
Northern Virginia is a national cybersecurity and government IT M&A hub; Richmond generates financial services and consumer products deal activity.
Watchpoints
Common Richmond Business Sale Transaction Law Pitfalls
These are the items we see derail business sale transaction law transactions in the Richmond market. Each one is rooted in current statutory law, recent legislative changes, or recurring patterns from the deals Alex has handled.
1
Virginia non-compete enforcement and earn-out exposure
State legal framework
Restricted by income threshold. Strict blue-pencil (no reformation).
"Sign a weak LOI, and you'll spend months watching your deal terms erode."
2
Virginia regulatory framework attorneys flag at LOI
State statute
Securities regulated by Virginia State Corporation Commission Division of Securities and Retail Franchising (scc.virginia.gov/securities). Blue Sky notice filings required for Reg D. Virginia restricts non-competes for employees earning at or below a wage threshold (Code of Virginia sec. 40.1-28.7:8).
3
Common business sale transaction law mistake from the field
From Alex Lubyansky
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.
Guides and Resources
In-depth guides to help you prepare for your transaction
