M&A Attorney in Alamo Heights

Texas prohibits corporations from directly employing physicians to practice medicine, which means healthcare acquisitions must be structured carefully. The typical approach involves a management services organization (MSO) model: the buyer acquires the non-clinical assets and management operations, and a physician-owned professional entity retains clinical operations under a management services agreement with the MSO. The MSO provides administrative services, staffing, billing, and facility management in exchange for a management fee. The management services agreement is the most critical document in these deals because it defines the economic relationship between the buyer and the clinical entity. Getting this structure right at the outset is essential for regulatory compliance.

Government contract acquisitions require due diligence beyond what a typical commercial deal involves. Key areas include: contract novation requirements (the government must consent to the assignment of contracts), security clearance status and transfer timelines (facility clearances can take months to transfer), CMMC cybersecurity certification status, organizational conflicts of interest that could affect future contract eligibility, and past performance ratings that follow the company. The buyer should also evaluate the contract mix (cost-plus vs. firm fixed price, task order vs. definite delivery) and the recompete schedule, since government contracts have defined performance periods.

An M&A attorney advises clients on mergers and acquisitions, including transaction structuring, due diligence, contract negotiation, and closing. We represent buyers, sellers, and target companies in strategic transactions, private equity deals, and corporate restructurings.

An M&A transaction takes as long as its due diligence, negotiation and closing conditions require, so the timeline depends on the deal's complexity. Factors affecting timeline include due diligence scope, financing arrangements, and negotiation complexity.

Use an asset purchase when you want to choose which assets and liabilities you take on, and a stock purchase when you want to buy the company as it stands. We analyze your specific situation and recommend a structure.

Due diligence is the comprehensive investigation of a target company's legal, financial, operational, and commercial affairs. It helps identify risks, validate assumptions, inform purchase price, and shape deal terms.

Valuation methods include comparable company analysis, precedent transactions, discounted cash flow analysis, and asset-based valuation. Purchase price is negotiated based on valuation, market conditions, strategic value, and competitive dynamics. We work with your financial advisors on pricing.

Texas has no personal income tax. (Tex. Constitution, Article VIII, Section 24-a) For 2026 and 2027 reports, the Texas Comptroller lists a franchise tax no-tax-due threshold of $2,650,000 and tax rates of 0.375% (retail or wholesale) and 0.75% (other than retail or wholesale). (Tex. Comptroller, Franchise Tax)

A buyer of a business or its stock of goods must withhold enough of the purchase price to cover the seller's unpaid state taxes until the seller provides a tax receipt or a certificate that no tax is due. (Tex. Tax Code ch. 111) A buyer who fails to withhold is liable for that amount up to the value of the purchase price. (Tex. Tax Code ch. 111) A buyer may ask the Comptroller for a certificate stating that no tax is due. (Tex. Tax Code ch. 111)

During a confidential initial consultation, we discuss your transaction, review your current situation, assess challenges specific to Texas, and outline a path forward. We explain our process, answer your questions, and determine whether we are the right fit.

Yes. Acquisition Stars represents clients nationwide and coordinates with local counsel where state-specific requirements apply.