Houston has one of the highest densities of healthcare services in the country, anchored by the Texas Medical Center. Buyers entering this market often assume Texas's favorable regulatory environment makes healthcare deals straightforward. It doesn't. Texas has no state-level Certificate of Need program, which is genuinely useful, but it enforces Corporate Practice of Medicine rules, has a specific MSO structural framework, and produces payor and provider credentialing dynamics that differ from other large markets. Our managing partner handles healthcare acquisition engagements directly. Submit the transaction details if you have a qualified target.
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 healthcare m&a legal services
1
Regulatory Landscape Assessment
We map the state-specific regulatory path for your transaction, including CON requirements, CPOM posture, AG review triggers, and provider number transfer mechanics before any term sheet is signed.
2
Healthcare-Focused Due Diligence
Managing Partner Alex Lubyansky leads diligence across payor contracts, Medicare and Medicaid enrollment, Stark and AKS exposure, HIPAA posture, licensure, and compliance program maturity to surface deal risks early.
3
Structuring and MSO Design
We structure the deal to respect CPOM limits, optimize tax and liability treatment, and, where needed, design MSO or friendly-PC arrangements that preserve clinical independence and protect the economic deal.
4
Negotiation and Regulatory Filings
We negotiate the purchase agreement, ancillary documents, and transition services agreement while coordinating CON filings, AG notifications, payor consents, and CHOW applications on a closing-driven timeline.
5
Closing and Clinical Continuity
We manage closing logistics, provider number transitions, and post-closing integration items so patient care, billing, and payor reimbursement continue without disruption.
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 Houston Engagement Assessment
Alex Lubyansky handles every healthcare m&a legal services 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?"
Ask how the engagement is scoped, what is included, and what factors drive cost increases. Defined scope with a retainer gives the clearest cost picture.
Frequently Asked Questions
Common questions from Houston clients
Does Texas require Certificate of Need approval for healthcare acquisitions?
No. Texas does not have a state-level Certificate of Need program, which removes a regulatory step that exists in many other states. That speeds the deal timeline, but it increases the weight of private contractual diligence, payor contract change-of-control handling, and CPOM compliance.
What is Texas's Corporate Practice of Medicine rule?
Texas generally prohibits non-physician lay entities from owning or controlling medical practices or employing physicians to practice medicine. The standard workaround is the MSO structure, where a physician-owned professional entity practices medicine and a separate management services organization provides management services under a properly structured agreement. Careful MSO structuring is central to Texas healthcare M&A.
How do Texas Medical Center dynamics affect healthcare deals?
The TMC concentrates specialty providers, specialty payor relationships, and academic medical center affiliations. Specialty practice acquisitions here face referral network dynamics, payor contract concentration, and competition from large health systems. Diligence runs deeper on these private contractual elements than in markets where CON review does some of the initial screening.
What does a healthcare acquisition attorney do?
A healthcare acquisition attorney handles the legal and regulatory side of buying or selling a healthcare business. That includes CON review, CPOM compliance, Stark and Anti-Kickback diligence, Medicare and Medicaid provider transitions, payor contract transfers, and the purchase agreement itself. Managing Partner Alex Lubyansky leads every Acquisition Stars healthcare transaction personally.
Do I need CON approval to acquire a healthcare business?
It depends on the state, the type of facility, and the scope of services. Some states require Certificate of Need approval for hospital, ASC, nursing home, or imaging transactions, while others have repealed CON entirely. We assess the CON picture in the first conversation so you know the timeline and regulatory path before signing a letter of intent.
How does Corporate Practice of Medicine (CPOM) affect the deal?
CPOM rules restrict who can own medical practices and how non-physicians can share in clinical revenue. In strong CPOM states, buyers typically use MSO or friendly-PC structures to acquire the business side of a practice while leaving clinical ownership with licensed physicians. We design structures that hold up under state scrutiny and still deliver the economic deal you negotiated.
What happens to payor contracts and provider numbers at closing?
Payor contracts and Medicare and Medicaid provider numbers generally do not transfer automatically. Depending on structure, the buyer may need to pursue a change of ownership filing, recredentialing, or new enrollments, which affects cash flow in the months after closing. We build the plan for provider number continuity into the transaction timeline so reimbursement does not stall.
How is Acquisition Stars different from a general M&A firm on healthcare deals?
Healthcare deals combine standard M&A risk with a second layer of regulatory risk that can sink an otherwise clean transaction. Managing Partner Alex Lubyansky leads every healthcare deal personally, coordinating CON, CPOM, Stark and AKS, HIPAA, and payor issues alongside the commercial negotiation, with the responsiveness of a boutique firm rather than the layered staffing of a large practice.
What can I expect during an initial consultation in Houston?
During your confidential initial consultation in Houston, we'll discuss your healthcare m&a legal services needs, review your current situation, assess potential challenges specific to Texas, 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 Houston?
Yes, we represent clients nationwide while maintaining a strong presence in Houston. Our managing partner handles healthcare m&a legal services 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 Houston M&A Market
Houston's M&A market is anchored by the energy sector but has diversified significantly into healthcare, technology, and industrial services. Energy transition is creating new deal flow as traditional oil & gas companies acquire renewable energy and carbon capture businesses. The Texas Medical Center - the world's largest - drives healthcare M&A from physician practice roll-ups to medical device acquisitions.
Top M&A Sectors in Houston
Energy & Oilfield Services
Healthcare
Industrial Services
Technology
Chemical & Petrochemical
Deal Environment
Houston deal flow is cyclical in energy but consistent in healthcare and industrial services. The region's business-friendly tax environment attracts out-of-state buyers, increasing competition for quality targets in non-energy sectors.
Why Acquire in Houston
Houston's pro-business environment, no state income tax, and population growth make it one of the fastest-growing M&A markets in the country. The city's massive port infrastructure and energy expertise create unique acquisition opportunities not found elsewhere.
Texas Legal Considerations
Texas has no state income tax but imposes a franchise (margin) tax on businesses with revenue exceeding $2.47 million - buyers must evaluate the target's franchise tax exposure and ensure proper filing history during due diligence.
Why Houston Clients Work With Us
Our deep expertise in energy sector securities transactions and public offerings makes us the go-to firm for Houston companies navigating complex regulatory requirements.
Houston M&A Market Insight
Texas does not have a state Certificate of Need program, which simplifies facility acquisitions compared to CON states. What Texas does enforce is the Corporate Practice of Medicine doctrine, meaning lay entities cannot own or control medical practices directly. The standard workaround is a management services organization (MSO) structure, where a physician-owned professional entity practices medicine and a separate MSO provides management services under a management services agreement. Buyer counsel in Houston deals scrutinizes MSO structure carefully, because missteps can create CPOM violations and payor contract issues. The Texas Medical Center concentrates specialty providers, and specialty practice deals face concentrated payor dynamics, strong referral networks, and aggressive competition for quality assets. Payor contract change-of-control notices and provider credentialing timelines drive deal schedules more than the purchase agreement itself.
Common Deal Scenarios in Houston
1
Physician Practice Acquisition via MSO Structure
Non-physician buyers acquiring Texas physician practices work through an MSO structure. The physician-owned professional entity continues to practice medicine; the MSO provides management services under a management services agreement. Structuring the MSO to avoid CPOM issues, comply with fee-splitting restrictions, and satisfy payor contract terms is the core legal work. Errors here create post-closing enforcement risk.
2
Specialty Practice Acquisition in the Texas Medical Center
Specialty practices in the TMC corridor face concentrated payor relationships, specific referral patterns, and competitive dynamics with large health systems. Buyer diligence examines payor contracts for change-of-control clauses, referral relationships for Stark and Anti-Kickback exposure, and provider credentialing transition plans. The absence of CON review speeds the deal but increases the importance of private contractual diligence.
3
Ambulatory Services Platform Acquisition
Houston ambulatory services deals (imaging, infusion, surgery centers, urgent care) involve multiple licensed locations, multiple provider credentialing transitions, and often multiple payor contracts. Coordinating these simultaneously through closing requires a clear transition plan, typically with a transition services agreement and pre-closing cooperation covenants.
Why Houston for M&A
Houston is one of the largest and most concentrated healthcare markets in the country, with the Texas Medical Center driving specialty deal flow and a broad ambulatory services ecosystem producing steady middle market activity. The legal work rewards buyers who structure MSOs carefully, handle payor and credentialing transitions with planned cooperation, and treat Texas's no-CON environment as speed rather than a reason to run lighter diligence.
Local Market Context
Houston M&A Market
Houston-The Woodlands-Sugar Land, TX MSA · MSA population 7.8M
MSA Population (2024)
7.8M
U.S. Census Bureau
Top Industry Concentration
1 oil and gas and energy
2 petrochemicals and refining
3 healthcare
Houston is the energy capital of the United States. M&A activity is driven primarily by oil and gas exploration and production, refining, petrochemicals, and midstream infrastructure transactions. The energy transition is generating a new wave of deals as traditional energy firms acquire renewable energy, carbon capture, and hydrogen assets. Healthcare, particularly the Texas Medical Center complex, is the second major M&A sector for this metro.
Major Houston Employers and Deal Anchors
ExxonMobil
ConocoPhillips
Chevron Phillips Chemical
Houston Methodist
Halliburton
Schlumberger (SLB)
Transit and Logistics
Port of Houston is the largest US port by total cargo tonnage and the busiest for petrochemical exports. George Bush Intercontinental and Hobby airports serve the metro. The Houston Ship Channel is a critical national energy infrastructure asset.
Recent Houston Deal Signal (2024-2025)
ExxonMobil's acquisition of Pioneer Natural Resources closed in Q2 2024 in a deal valued at approximately $60 billion, the largest US energy deal in decades. Upstream consolidation across Permian Basin operators continued through 2024-2025.
Local Regulatory Notes for Healthcare M&A Legal Services
FERC oversight applies to midstream and pipeline transactions. Texas Railroad Commission regulates oil and gas operations and is relevant to E&P deal due diligence.
Texas Legal Considerations for Healthcare M&A Legal Services
Non-Compete Laws
Enforceable only if ancillary to an otherwise enforceable agreement. Mandatory reformation.
Filing Requirements
Entity mergers and conversions must be filed with the Texas Secretary of State. Franchise tax (margin tax) compliance is required. The Comptroller's office handles tax clearance certificates for asset purchases. Public Information Reports are required annually.
Key Texas Considerations
Texas has no corporate or personal income tax, making it one of the most favorable jurisdictions for structuring acquisitions, though the Franchise (Margin) Tax still applies as a gross-receipts-based tax
As a community property state, spousal consent is required for the sale of community property business interests, adding a required step in deal documentation
Texas's unique requirement that non-competes be "ancillary to an otherwise enforceable agreement" means buyers must carefully evaluate the enforceability of each non-compete in a target company's portfolio based on the underlying consideration
Texas Bar Authority
State Bar of Texas (mandatory unified bar). Unified/integrated bar. Membership required to practice law in Texas.
Federal districts: N.D. Tex., S.D. Tex., E.D. Tex., W.D. Tex.
Business court: Texas Business Court (established 2024) Established by HB 19 signed in 2023; became operational September 1, 2024. Eleven divisions statewide, five divisions initially open. Concurrent jurisdiction with district courts in matters over $5 million including corporate governance, shareholder disputes, fiduciary claims, and state or federal securities law. The Fifteenth Court of Appeals serves as the dedicated appellate court, making Texas the first state with a dedicated business court appellate track.
Texas M&A Market Context
Texas is the second-largest U.S. M&A market, with Houston (energy), Dallas-Fort Worth (technology, financial services), and San Antonio as major deal-flow centers across all industry verticals.
Recent Texas Legislative Changes (2024-2025)
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Watchpoints
Common Houston Healthcare M&A Legal Services Pitfalls
These are the items we see derail healthcare m&a legal services transactions in the Houston market. Each one is rooted in current statutory law, recent legislative changes, or recurring patterns from the deals Alex has handled.
1
Recent Texas statutory change buyers and sellers miss
State statute
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2
Texas non-compete enforcement and earn-out exposure
State legal framework
Enforceable only if ancillary to an otherwise enforceable agreement. Mandatory reformation.
"Sign a weak LOI, and you'll spend months watching your deal terms erode."
3
Houston local regulatory exposure
Local regulatory
FERC oversight applies to midstream and pipeline transactions. Texas Railroad Commission regulates oil and gas operations and is relevant to E&P deal due diligence.
4
Texas regulatory framework attorneys flag at LOI
State statute
Securities regulated by Texas State Securities Board (ssb.texas.gov). Texas follows the Texas Securities Act (Tex. Gov't Code Title 12); Blue Sky notice filings required for Reg D. Texas enforces non-competes only if part of an otherwise enforceable agreement and supported by adequate consideration (Tex. Bus. Com. Code sec. 15.50).
Guides and Resources
In-depth guides to help you prepare for your transaction
