Ohio non-compete enforcement and earn-out exposure
Enforceable with Raimonde reasonableness test. Reformation available.
"Founders get excited about the check amount and focus on valuation headlines while the fine print gets glossed over."
Planning to take your company public? Our Madeira-based attorneys specialize in IPOs, direct listings, SPAC mergers, and alternative paths to public markets for companies across Finance, Healthcare, Professional Services.
Share the basics. Alex reviews every inquiry personally.
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
Alex Lubyansky handles ipo & going public law work for buyers and sellers in Madeira and across the country. Here is what that looks like:
We work best with people who know what they want and are ready to move:
Tell us what you are working on. We respond within one business day.
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
We don't take every matter. Here is what happens when you reach out.
Alex reviews your transaction details personally. No intake coordinators, no junior associates screening your submission.
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.
If there is alignment, Alex schedules a direct call to discuss your transaction, timeline, and objectives.
Before any work begins, you receive a written engagement letter with defined scope, timeline, and fee structure. No surprises.
Alex Lubyansky handles every ipo & going public law engagement personally.
15+ years of M&A experience. Nationwide. One attorney on every deal.
We review every transaction inquiry within one business day.
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
Use these before you call any firm, including ours.
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.
Volume indicates current, active deal experience, not just credentials from years ago.
A $500K SBA acquisition and a $50M PE deal require different skill sets. Make sure the attorney has handled transactions similar to yours.
M&A transactions require a team. Your attorney should work with your other advisors, not in a silo.
Reps, warranties, and indemnification claims surface months after closing. Ask whether the firm handles post-closing litigation or refers it out.
Hourly, flat fee, or hybrid. Ask what factors increase legal costs so there are no surprises.
Common questions from Madeira clients
Submit your transaction details for a preliminary assessment by our managing partner
Submit Transaction DetailsSubmit transaction details and Alex will respond directly.
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
Cincinnati is a consumer packaged goods powerhouse, home to Procter & Gamble and Kroger, which have spawned a vast ecosystem of brand management, packaging, logistics, and marketing services companies that drive M&A activity. The region's manufacturing base extends into aerospace components (GE Aviation's largest facility), and the northern Kentucky portion of the metro adds logistics and distribution due to CVG airport's cargo hub. Cincinnati's middle-market deal community is well-established, with firms like Castellini Group and Blue Ash-based PE shops actively deploying capital.
Cincinnati's deal flow benefits from a large base of CPG supplier businesses that generate stable, recurring revenue and are attractive to both strategic and financial buyers. The tri-state metro (OH-KY-IN) creates structuring opportunities but also requires careful attention to multi-state tax and employment law compliance in transactions.
Cincinnati offers a rare combination of Fortune 500 headquarters density and Midwest cost structure, meaning acquired businesses can serve global enterprises from a low-overhead base. The metro's branding and consumer marketing talent pool, developed through decades of P&G alumni, is a competitive advantage difficult to replicate in other mid-size cities.
Ohio does not have a bulk sales act, but Cincinnati-area transactions often involve multi-state considerations given the metro spans Ohio, Kentucky, and Indiana; Ohio enforces non-compete agreements under a reasonableness standard and requires buyers to obtain tax clearance certificates to avoid successor liability for unpaid commercial activity tax.
Enforceable with Raimonde reasonableness test. Reformation available.
Entity mergers and conversions must be filed with the Ohio Secretary of State. The Department of Taxation requires tax clearance for asset purchases. Biennial (odd-year) reports are required for domestic corporations.
Ohio State Bar Association. Voluntary bar. The Ohio Supreme Court handles attorney admission separately.
Bar association websiteFederal districts: N.D. Ohio, S.D. Ohio
Business court: Ohio Court of Common Pleas Commercial Docket (established 2012) Commercial dockets operate in Hamilton County (Cincinnati), Cuyahoga County (Cleveland), and Lucas County (Toledo). Ohio periodically adjusts the commercial docket program structure.
Ohio is a major Midwest M&A market with Cleveland, Columbus, and Cincinnati generating substantial deal flow across healthcare, manufacturing, financial services, and technology.
Watchpoints
These are the items we see derail ipo & going public law transactions in the Madeira market. Each one is rooted in current statutory law, recent legislative changes, or recurring patterns from the deals Alex has handled.
Enforceable with Raimonde reasonableness test. Reformation available.
"Founders get excited about the check amount and focus on valuation headlines while the fine print gets glossed over."
Securities regulated by Ohio Division of Securities (com.ohio.gov/securities). Ohio follows the Uniform Securities Act; Blue Sky notice filings required for Reg D.
Seller financing is a huge buzzword. Run analytics on where your inbound comes from and you'll see it. Speak publicly about seller financing and you will attract a massive amount of interest. The trouble is, the same buzzword attracts unqualified buyers. People without intent. People without funding. People without the ability or desire to actually move forward. I love the idea, and I love the possibility of a creative structure. But it's far less likely than the internet would have you believe. The unicorn opportunity that's completely seller financed, runs hands off, and flips at a massive multiple in months... that math doesn't really make sense. You see it constantly online because it works as a way to attract a large amount of interest. Just not necessarily qualified interest.
In-depth guides to help you prepare for your transaction
State-by-state securities registration requirements and exemptions.
Read guideHow private companies can issue equity compensation under Rule 701.
Read guideFiling requirements for Regulation D offerings at the state level.
Read guideHow reverse mergers work and when they make sense as a path to going public.
Read guideRequirements for selling restricted and control securities.
Read guideAcquisition Stars represents clients across Ohio and nationwide. Alex Lubyansky handles every engagement personally.
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"M&A is an intellectually captivating space to operate in. Litigation has a clear winner and a clear loser. Tempers flare. It's a hostile practice. M&A done well, qualified correctly, scoped accurately, aligned early, is the most intellectually rewarding part of legal practice I've ever found. When a client brings me a problem, my first thought is how to satisfy their desire with as little legal spend as possible. If that's possible, the engagement expands into definitive drafting and final negotiation on the points that aren't diametrically opposed. The work is collaborative when it's set up right. Going back and forth on a red line knowing the firm on the other side just wants to up their fees... I won't do that deal. It makes me look bad as if I'm going to war. I'm not going to war. I'm trying to formulate an arrangement where both sides can live with the outcome."
15+ years of M&A and securities transaction experience Senior counsel on every engagement Admitted in Michigan, practicing nationwide
Reviewed by Alex Lubyansky on . Read full bio
Alex Lubyansky handles every engagement personally. Tell us about your transaction and we will let you know if there is a fit.
Tell us about your deal. We review every submission and respond within one business day.
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
One attorney on every deal. Nationwide. 15+ years of M&A experience.