LOI Attorney in Texas

By Alex Lubyansky Managing Partner Last updated October 28, 2026

Acquisition Stars advises buyers and sellers on loi attorney matters across Texas.

Serving 1 market across Texas.

LOI Attorney Practice in Texas

Acquisition Stars advises buyers and sellers on loi attorney matters across Texas. Alex Lubyansky leads every engagement, and has been M&A counsel since 2013 across transactions of varying complexity, from lower-middle-market deals to multi-party structures.

Texas Transaction 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
Texas gives each spouse sole management and disposition of the community property that spouse would have owned if single, under Tex. Fam. Code 3.102, and leaves the remaining community property to joint management unless the spouses agree otherwise in writing
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

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LOI Attorney Service Areas in Texas

Acquisition Stars represents clients in each of the following markets. Click any city to learn about letter of intent law services in that area.

Austin

Austin LOI Attorney

Texas Legal Framework for Letter of Intent Law

Non-Compete Agreements

The LOI should state the seller covenant in terms the state will enforce, or the term sheet promises what the purchase agreement cannot deliver.

Enforceable only if ancillary to an otherwise enforceable agreement. Mandatory reformation.

Enforceable only if ancillary to or part of an otherwise enforceable agreement under the Texas Business & Commerce Code Section 15.50-15.52 (Covenants Not to Compete Act). The covenant must contain limitations as to time, geography, and scope that are reasonable and do not impose a greater restraint than necessary. Texas courts must reform (not void) overbroad covenants to make them enforceable. The "ancillary to an otherwise enforceable agreement" requirement typically means the non-compete must be connected to consideration such as stock options, proprietary information access, or a sale of business.

Tax Considerations

Tax clearance and successor liability rules decide which closing conditions the LOI should reserve.

Texas has no corporate income tax and no personal income tax. The state imposes a Franchise (Margin) Tax on entities with total revenue exceeding $2.47 million (2024 threshold), at rates of 0.375% (retail/wholesale) or 0.75% (other). As a community property state, Texas gives each spouse sole management and disposition of the community property that spouse would have owned if single, and leaves the remaining community property to the joint management of both spouses unless they agree otherwise in writing, under Tex. Fam. Code 3.102. The no-income-tax environment significantly affects deal structuring.

Filing Requirements

Spousal consent, entity filings, and clearance certificates belong on the LOI's closing-deliverables list.

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.

Bulk Sales / Asset Purchases

Creditor notice periods set the earliest closing date the LOI can promise.

Texas has repealed UCC Article 6 (Bulk Sales). However, Texas Tax Code Section 111.020 permits the Comptroller to impose successor liability on asset purchasers for the seller's unpaid franchise (margin) tax and sales tax. Buyers must request a tax clearance certificate before closing.

The federal framework for a letter of intent

A letter of intent sets the framework for a business sale before either side commits real money to due diligence. It records the price and structure the parties have agreed to explore, sets an exclusivity period that keeps the seller from shopping the deal elsewhere, and lays out a target closing calendar the rest of the transaction will be built around.
Most of an LOI's business terms are deliberately non-binding, subject to what diligence and the definitive agreement negotiation later confirm. A narrower set of provisions, typically exclusivity, confidentiality, and any expense reimbursement or break-up provision, do bind the parties from signature. Which category a given term falls into is the question worth resolving before signing, not after.

A letter of intent can start the antitrust clock

An HSR-reportable acquisition cannot close until both parties file and the waiting period, 30 days after filing or 15 for a cash tender offer, ends, under 15 U.S.C. 18a. From February 17, 2026 the threshold is $133.9 million; exemptions can exclude a deal. Outside 16 CFR 801.30, filing requires an executed contract, agreement in principle or letter of intent and the affidavit in 16 CFR 803.5(b).

Sources: 15 U.S.C. 18a(a), 15 U.S.C. 18a(b)(1)(B), 16 CFR 803.5(b), FTC, New HSR Thresholds and Filing Fees for 2026

Confirm the current filing form before relying on the LOI

The FTC states that it is accepting HSR filings on the form and instructions that were in place before February 10, 2025, after a federal district court vacated the 2025 form on February 12, 2026 and the court of appeals denied a stay on March 19, 2026. Filers may still use the 2025 form voluntarily. The current text of 16 CFR 803.5(b) requires an affidavit that a contract, agreement in principle or letter of intent has been executed and that the filer intends in good faith to complete the transaction. It also still contains the dated-document attestation added in 2025. Because the appeal is pending, counsel confirms the accepted form, instructions and affidavit wording on the FTC premerger page at filing time. A letter of intent meant to support an early filing should describe the parties, structure and scope clearly enough to match what the filing describes.

Sources: FTC, HSR Notification Forms, Instructions & Guidance, 16 CFR 803.5(b)

Diligence focus for a letter of intent

Exclusivity period length measured against a realistic diligence and financing timeline
Which specific provisions bind at signature versus remain open to negotiation
Break-up fee or expense reimbursement triggers if either side walks away
Price and structure language written so the definitive agreement can actually deliver it
Confidentiality scope for materials shared before a definitive agreement is signed

Other M&A and Securities Services in Texas

Acquisition Stars handles M&A transactions for Texas clients and works with securities counsel on securities matters. Alex Lubyansky leads every M&A engagement.

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Alex Lubyansky leads every letter of intent law engagement, with an associate supporting the work.

M&A counsel since 2013. Nationwide practice. LOI through closing.

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