Austin's technology sector, combined with Texas's no-income-tax environment, has made the city one of the most active M&A markets in the Southwest. Letters of intent here frequently involve SaaS acquisitions, PE roll-up platforms, and technology-enabled service businesses where the LOI stage sets the terms that define the entire transaction. Our managing partner reviews and negotiates LOIs directly, ensuring the binding and non-binding provisions protect your position before you invest in due diligence.
A structured, methodical approach to letter of intent law
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LOI Review & Strategy
We review the proposed terms or your acquisition goals, identify leverage points, and develop a negotiation strategy that positions you for a successful deal.
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Drafting or Markup
We draft a new LOI or mark up the existing one, structuring binding and non-binding provisions to protect your interests while keeping the deal moving forward.
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Negotiation
We negotiate key terms including purchase price structure, exclusivity periods, due diligence timelines, and closing conditions directly with the other side's counsel.
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Execution
Once terms are agreed, we finalize the LOI and ensure both parties understand which provisions are binding, which are aspirational, and what happens next.
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Transition to Definitive Agreement
We carry the negotiated LOI terms into the due diligence phase and definitive purchase agreement, maintaining consistency and momentum through closing.
We don't take every matter. Here is what happens when you reach out.
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Personal Review (Within 24 Hours)
Alex reviews your transaction details. Your submission is not screened by an intake coordinator before it reaches him.
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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.
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Initial Conversation
If there is alignment, Alex schedules a direct call to discuss your transaction, timeline, and objectives.
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Clear Engagement Terms
Before any work begins, you receive a written engagement letter with defined scope, timeline, and fee structure. No surprises.
Request Your Austin Engagement Assessment
Alex Lubyansky leads every letter of intent law engagement, with an associate supporting the work.
15+ years of M&A experience. Nationwide. LOI through closing.
Request Engagement Assessment
Alex reviews each inquiry. If there is alignment, you will hear back 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
Frequently Asked Questions
Common questions from Austin clients
What should be binding vs. non-binding in an LOI for an Austin business acquisition?
Most LOIs contain a mix of binding and non-binding provisions. The purchase price, deal structure, and closing conditions are typically non-binding, meaning either party can walk away during due diligence. However, several provisions should be binding: exclusivity (the no-shop period, typically 45 to 90 days), confidentiality, governing law, expense allocation, and the dispute resolution mechanism. In Austin's competitive market, sellers often try to limit exclusivity periods while buyers push for longer windows. The exclusivity provision is one of the most consequential terms in the LOI because it determines how long the seller is locked up with one buyer.
How does Texas's no income tax affect LOI negotiations?
Texas's absence of a state income tax removes one variable from deal structuring but does not eliminate tax complexity. Federal tax planning remains critical, particularly for founders who may qualify for Section 1202 qualified small business stock exclusion (which can exclude up to $10M or 10x basis in capital gains). The asset vs. stock sale determination is still driven by federal tax considerations. For LOI purposes, the key is ensuring the deal structure section specifies whether the transaction will be an asset or equity purchase, because changing this after the LOI is signed can derail negotiations.
What is a working capital peg and why does it matter in an Austin SaaS deal?
The working capital peg is the agreed-upon level of net working capital the seller must deliver at closing. If actual working capital at closing is above the peg, the seller receives additional consideration. If below, the purchase price is reduced. In SaaS businesses, the treatment of deferred revenue is the most contested element of the working capital calculation. Buyers often argue deferred revenue should be included as a liability (reducing working capital), while sellers argue it represents future revenue already collected. This issue should be addressed in the LOI, not left for purchase agreement negotiations, because it can represent a seven-figure swing in effective purchase price.
Why do I need an attorney for a letter of intent?
The LOI establishes the framework for your entire transaction. Terms you agree to in the LOI, such as purchase price structure, exclusivity, and closing conditions, become the baseline for definitive agreement negotiations. Having an experienced LOI attorney ensures you do not inadvertently lock yourself into unfavorable terms before the real negotiation begins.
Is a letter of intent legally binding?
Most LOIs contain a mix of binding and non-binding provisions. Typically, provisions like exclusivity, confidentiality, and governing law are binding, while purchase price and closing conditions are non-binding. Acquisition Stars carefully structures every LOI to make this distinction clear so you know exactly what you are committing to.
What should be included in a letter of intent for buying a business?
A well-drafted LOI should address purchase price and payment structure, deal type (asset vs. stock), key assumptions, due diligence scope and timeline, exclusivity period, closing conditions, confidentiality obligations, and which provisions are binding. Missing any of these can create problems downstream.
How quickly can Acquisition Stars turn around an LOI?
In most cases, we can draft or review an LOI within 24 to 48 hours. Managing Partner Alex Lubyansky understands that deal timing is critical and that delays at the LOI stage can cost you the opportunity. We are built to move at the speed your deal demands.
Can I negotiate the terms of an LOI I already signed?
If the purchase price and deal structure terms in your LOI are non-binding, those terms remain negotiable through the definitive agreement stage. However, binding provisions like exclusivity are enforceable. This is exactly why having an attorney review the LOI before you sign is so valuable.
What can I expect during an initial consultation in Austin?
During your confidential initial consultation in Austin, we'll discuss your letter of intent law 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 Austin?
Yes, we represent clients nationwide while maintaining a strong presence in Austin. Our managing partner handles letter of intent 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
Austin has evolved from a mid-tier tech market into one of the nation's hottest M&A environments, fueled by the Tesla, Oracle, and Samsung presences and a thriving startup ecosystem. The city leads in SaaS, semiconductor, and clean energy acquisitions. Dell Technologies' headquarter presence creates a massive supplier and partner ecosystem of acquisition targets.
Top M&A Sectors in Austin
SaaS & Software
Semiconductors
Clean Energy
Healthcare Technology
Consumer Products
Deal Environment
Austin's rapid growth has created intense competition for quality targets, with valuations rising faster than in other Texas metros. Many founders are younger and less experienced with exits, creating opportunities for buyers who can educate on deal process.
Why Acquire in Austin
Austin's population has grown over 30% in a decade, and its concentration of engineering talent (UT Austin produces 10,000+ STEM graduates annually) makes it easier to scale acquired technology businesses.
Texas Legal Considerations
Texas's franchise (margin) tax applies to businesses with revenue exceeding $2.47 million and can create unexpected tax liability during ownership transitions - proper entity structuring during the acquisition is essential.
Austin M&A Market Insight
Austin's M&A market has matured rapidly as the city's technology sector has grown. SaaS company acquisitions, particularly in the $2M to $20M ARR range, are a significant portion of deal flow. Private equity firms have established Austin as a platform-building market, executing roll-up strategies in technology services, healthcare IT, and business services. The LOI stage in Austin transactions is more consequential than in many markets because the technology-focused buyer community is experienced and moves quickly. Key LOI provisions that get negotiated hard include exclusivity periods, working capital targets (particularly important for SaaS businesses where deferred revenue treatment is contested), and whether the deal will be structured as an asset purchase or equity purchase. Texas's absence of a state income tax simplifies one dimension of deal structuring but increases the focus on federal tax planning, including Section 1202 qualified small business stock exclusions for founders.
Common Deal Scenarios in Austin
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SaaS Company Acquisition LOI
LOIs for SaaS acquisitions in Austin require careful attention to recurring revenue definitions (ARR vs. MRR, gross vs. net retention), treatment of deferred revenue in the working capital calculation, customer concentration and churn metrics that will be verified during due diligence, and whether the purchase price includes an earn-out tied to post-closing revenue targets. The LOI should specify the valuation methodology and the key financial metrics that will be verified, so both parties have aligned expectations before the buyer spends six figures on due diligence.
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PE Roll-Up Platform or Add-On Acquisition LOI
Private equity firms building platform companies in Austin frequently issue LOIs to add-on acquisition targets. These LOIs typically include detailed working capital provisions, a quality of earnings study requirement, management retention terms, and rollover equity expectations. For sellers receiving an LOI from a PE-backed buyer, the key negotiation points are the purchase price adjustment mechanisms (working capital peg, net debt definition), the scope of representations and warranties, and whether an escrow or R&W insurance will be used for indemnification.
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Technology-Enabled Services Business LOI
Austin's growth has produced a large number of technology-enabled service businesses, from managed IT providers to digital marketing agencies, that become acquisition targets. LOIs for these businesses must address how recurring vs. project-based revenue is valued, employee and contractor retention provisions (critical when the team is the product), IP ownership verification, and non-compete terms for founders. The LOI should clarify whether the transaction is an asset or equity deal, as this determination affects tax treatment, contract transferability, and liability assumption.
Why Austin for M&A
Austin's position as a technology and entrepreneurial hub creates LOI volume that reflects the speed and sophistication of the local buyer community. SaaS acquisitions, PE roll-ups, and technology services deals dominate the landscape, and the LOI stage is where the foundational terms of these transactions are established. Sellers who treat the LOI as a formality risk locking in unfavorable provisions on exclusivity, working capital, and deal structure that become difficult to renegotiate once due diligence begins. Texas's no-income-tax environment attracts capital and buyers, which benefits sellers, but also means sellers face well-resourced counterparties who negotiate aggressively at every stage.
Texas Legal Considerations for Letter of Intent Law
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.
Source: Texas Business Court
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)
Texas Business Court Established (HB 19). Governor Abbott signed HB 19 in 2023, creating the Texas Business Court as a new trial-level court with concurrent jurisdiction over complex commercial and corporate matters with amounts in controversy exceeding $5 million. The court began accepting cases September 1, 2024, with five of eleven planned divisions initially operational. Texas also created the Fifteenth Court of Appeals as the first dedicated business court appellate track in the U.S.
Source (accessed 2026-04-27)
Watchpoints
Common Austin Letter of Intent Law Pitfalls
These are the items we see derail letter of intent law transactions in the Austin market. Each one is rooted in current statutory law, recent legislative changes, or recurring patterns from the deals Alex has handled.
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Recent Texas statutory change buyers and sellers miss
State statute
Governor Abbott signed HB 19 in 2023, creating the Texas Business Court as a new trial-level court with concurrent jurisdiction over complex commercial and corporate matters with amounts in controversy exceeding $5 million. The court began accepting cases September 1, 2024, with five of eleven planned divisions initially operational. Texas also created the Fifteenth Court of Appeals as the first dedicated business court appellate track in the U.S.
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."
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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
Attorney perspective on loi attorney matters in Austin
"I'm completely sector agnostic on M&A engagements. The space I enjoy most is anywhere a serious buyer is doing real work. What I'm seeing online is a lot of unqualified noise around coin op laundromats and HVAC roll-ups. In the real world, the sector that's gaining real traction with good actors right now is medical. More and more groups are entering the medical services space who actually care about quality of care. They also want to run a business. They want to centralize operations and win off multiples and scale without crossing into the dark side of corporate medicine. That's a different kind of acquisition, and a different kind of buyer. The structures are more complex. The diligence is heavier. But the deals close, and the operators show up to do the work."
Alex Lubyansky, Senior Counsel
On incentives (advisory) (Leo Landaverde M&A Podcast)
15+ years of M&A and securities transaction experience·Senior counsel on every engagement·Admitted in Michigan, practicing nationwide
Alex Lubyansky leads every engagement, with an associate supporting the work. Tell us about your transaction and we will let you know if there is a fit.
