Alamo Heights and the broader San Antonio market produce a steady flow of M&A transactions across healthcare, government services, energy, and the professional services firms that serve them. The city's military installations (Joint Base San Antonio encompasses Fort Sam Houston, Lackland AFB, and Randolph AFB) drive a defense and government contracting ecosystem that generates acquisition targets with long-term revenue visibility. Our managing partner handles Alamo Heights-area M&A engagements directly, whether the deal involves a healthcare services platform, a defense contractor, or a family-owned business transitioning to the next generation of ownership.
Share the basics. Alex reviews every inquiry personally.
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
What We Do
Alex Lubyansky handles mergers & acquisitions law work for buyers and sellers in Alamo Heights and across the country. Here is what that looks like:
Mergers and acquisitions (buy-side and sell-side)
Due diligence and risk assessment
Purchase agreements and transaction documents
Asset purchases and stock purchases
Merger integration planning
Earnouts and contingent consideration
Representations and warranties
Post-closing disputes and adjustments
Who We Serve
We work best with people who know what they want and are ready to move:
Companies looking to acquire competitors or complementary businesses
Business owners planning to sell their companies
Private equity firms executing buy-side mandates
Companies facing unsolicited acquisition offers
Strategic buyers seeking bolt-on acquisitions
Family-owned businesses planning succession through sale
See If Your Deal Is a Fit
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 mergers & acquisitions law
1
Transaction Planning
We work with you to define deal objectives, identify targets or buyers, and develop an M&A strategy aligned with your business goals.
2
Due Diligence
Our team conducts comprehensive legal, financial, and operational due diligence to identify risks and opportunities.
3
Deal Structuring
We structure the transaction for optimal tax treatment, risk allocation, and regulatory compliance, whether as a stock purchase, asset purchase, or merger.
4
Negotiation & Documentation
We negotiate letters of intent, purchase agreements, and all transaction documents to protect your interests and facilitate a smooth closing.
5
Closing & Integration
We manage the closing process and provide post-closing support for integration, earnout disputes, and transition matters.
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 Alamo Heights Engagement Assessment
Alex Lubyansky handles every mergers & acquisitions law 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?"
Hourly, flat fee, or hybrid. Ask what factors increase legal costs so there are no surprises.
Frequently Asked Questions
Common questions from Alamo Heights clients
How does Texas's corporate practice of medicine doctrine affect healthcare acquisitions in San Antonio?
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.
What should I know about acquiring a government contractor in San Antonio?
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.
How does Texas's lack of state income tax affect M&A deal structuring?
Texas does not impose a personal income tax, which simplifies certain aspects of deal structuring for sellers. The primary structuring considerations remain federal: asset vs. stock sale elections, Section 338(h)(10) treatment, installment sale deferrals, and qualified small business stock exclusions under Section 1202. Texas does impose a franchise tax (margin tax) on entities doing business in the state, calculated as a percentage of total revenue minus either cost of goods sold or compensation. This entity-level tax affects the buyer's post-acquisition operating costs and should be factored into financial modeling.
What does an M&A attorney do?
An M&A attorney advises clients on all aspects of mergers and acquisitions, including transaction structuring, due diligence, contract negotiation, regulatory compliance, and closing. We represent buyers, sellers, and target companies in strategic transactions, private equity deals, and corporate restructurings.
How long does an M&A transaction take?
The timeline varies significantly based on transaction complexity, but typical M&A deals take 3-9 months from initial discussion to closing. Factors affecting timeline include due diligence scope, financing arrangements, regulatory approvals, and negotiation complexity.
Should I structure my acquisition as a stock purchase or asset purchase?
The choice depends on tax considerations, liability concerns, and transaction goals. Stock purchases are simpler but transfer all liabilities, while asset purchases allow selective acquisition of assets and liabilities but may trigger tax consequences. We analyze your specific situation to recommend the optimal structure.
What is due diligence in an M&A transaction?
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. Thorough due diligence is essential for successful acquisitions.
How are M&A deals valued and priced?
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 financial advisors to ensure fair pricing.
How do Texas non-compete laws affect mergers & acquisitions law transactions?
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.
What are the Texas tax considerations for a business acquisition or sale?
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, spousal consent is required for transfers of community property business assets. The no-income-tax environment significantly affects deal structuring.
Does Texas have a bulk sales law that affects business acquisitions?
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.
What can I expect during an initial consultation in Alamo Heights?
During your confidential initial consultation in Alamo Heights, we'll discuss your mergers & acquisitions 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 Alamo Heights?
Yes, we represent clients nationwide while maintaining a strong presence in Alamo Heights. Our managing partner handles mergers & acquisitions 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
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
M&A Market: Alamo Heights & the San Antonio Metro
San Antonio's M&A market is significantly influenced by its massive military presence, with Joint Base San Antonio (the largest joint base in the DoD) driving deal activity in defense contracting, cybersecurity, and government IT services. The city is also a major healthcare market, home to the South Texas Medical Center and a growing biosciences sector. San Antonio's lower cost structure compared to Austin and Dallas makes it an increasingly attractive market for mid-market acquisitions in manufacturing, energy services, and hospitality.
Top M&A Sectors Near Alamo Heights
Defense & Cybersecurity Services
Healthcare & Medical Services
Energy & Oil Field Services
Hospitality & Tourism
Manufacturing & Aerospace Components
Deal Environment
San Antonio offers attractive valuations relative to Austin and Dallas, with deal multiples typically 0.5-1 turn lower for comparable businesses. The military community creates a unique pipeline of veteran-owned businesses approaching transition, and the city's steady population growth fuels demand for healthcare and consumer services acquisitions.
Why Acquire in the San Antonio Area
San Antonio is the second-largest city in Texas and the seventh-largest in the U.S., with population growth that consistently outpaces the national average and a cost of doing business well below other major Texas metros. The city's $40B+ military economic impact provides a stable demand floor for defense and services businesses.
Texas Legal Considerations
Texas enforces non-compete agreements if they are ancillary to an otherwise enforceable agreement and meet reasonableness requirements, and the state's lack of a corporate or personal income tax makes post-acquisition cash flow modeling more favorable, though buyers should account for Texas's franchise (margin) tax on entities with revenue exceeding $2.47 million.
Alamo Heights M&A Market Insight
San Antonio's M&A landscape is distinct from Austin's technology-driven market and Houston's energy focus. Three sectors dominate deal activity in the Alamo Heights and greater San Antonio corridor. Healthcare is the largest, anchored by the South Texas Medical Center (one of the largest medical complexes in the country), which supports a cluster of physician practices, behavioral health providers, home health agencies, and healthcare staffing companies. Defense and government contracting is the second pillar, driven by Joint Base San Antonio and the cybersecurity operations concentrated at Lackland AFB. Energy services (particularly pipeline, midstream, and oilfield services companies serving the Eagle Ford Shale) round out the deal flow. Texas's absence of a state income tax, combined with San Antonio's lower cost structure compared to Austin, Dallas, or Houston, makes acquisitions here attractive to both strategic and financial buyers.
Common Deal Scenarios in Alamo Heights
1
Healthcare Services Practice or Platform Acquisition
Acquiring a physician practice, behavioral health provider, or home health agency in the South Texas Medical Center corridor involves healthcare regulatory considerations (state licensing, Medicare/Medicaid enrollment transfers, HIPAA compliance), professional corporation or PLLC structuring requirements under Texas law, payor contract assignments, and patient record transfer protocols. For PE firms building healthcare platforms, the acquisition also involves management services agreement (MSA) structuring to comply with Texas corporate practice of medicine restrictions.
2
Defense Contractor or Government Services Company Acquisition
San Antonio's defense ecosystem produces acquisition targets in cybersecurity, IT services, logistics, and training. These deals require government contract novation or assignment under FAR Subpart 42.12, security clearance transfer planning (facility and personnel clearances), evaluation of contract backlog and recompete schedules, and compliance with DFARS cybersecurity requirements (CMMC certification). Due diligence on government contracts is intensive and focuses on past performance ratings, organizational conflicts of interest, and pending audits or investigations.
3
Family-Owned Business Sale to PE or Strategic Buyer
Many San Antonio businesses are family-owned operations reaching a generational transition point. These transactions involve unique dynamics: multiple family members with different objectives (some want full exit, others want to retain involvement), real estate that may be owned personally and leased to the business, informal management structures that must be formalized before a buyer's due diligence, and emotional attachment to employees and legacy. Structuring these deals requires sensitivity to the family's goals while protecting the seller's legal and financial interests through the purchase agreement.
Why Alamo Heights for M&A
Alamo Heights and the San Antonio market offer a diversified M&A landscape that combines healthcare depth, defense sector stability, and energy services deal flow. The military installations provide a foundation of government contracting activity that is less cyclical than commercial M&A, while the South Texas Medical Center creates a healthcare services pipeline that attracts PE platforms. San Antonio's cost structure, combined with Texas's favorable tax environment, makes acquisitions here pencil at valuations that may not work in higher-cost Texas metros. The legal work spans healthcare regulatory compliance, government contract transfer requirements, and the structuring nuances of family-owned business transitions.
Texas Legal Considerations for Mergers & Acquisitions 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.
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)
[object Object]
Watchpoints
Common Alamo Heights Mergers & Acquisitions Law Pitfalls
These are the items we see derail mergers & acquisitions law transactions in the Alamo Heights 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
[object Object]
2
Texas non-compete enforcement and earn-out exposure
State legal framework
Enforceable only if ancillary to an otherwise enforceable agreement. Mandatory reformation.
"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."
3
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 ma attorney matters in Alamo Heights
"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
