By Alex Lubyansky Managing Partner Last updated
Acquisition Stars advises buyers and sellers on m&a attorney matters across Texas.
Serving 6 markets across Texas. Alex Lubyansky on every engagement.
Request Engagement AssessmentShare the basics. Alex reviews every inquiry and responds within one business day.
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
Acquisition Stars represents clients in each of the following markets. Click any city to learn about mergers & acquisitions law services in that area.
Fees scale with deal complexity, not a flat statewide rate. A single-buyer asset purchase in a smaller Texas metro costs less to document than a multi-party transaction with an earnout, representation and warranty insurance, or HSR review. Acquisition Stars typically stages Texas engagements, starting with a scoped assessment before full transaction drafting, so a buyer or seller in Houston, Dallas, Austin, or San Antonio understands the scope before committing to the next phase. Larger, more complex Texas deals carry larger fees because they require more attorney time to close correctly.
An M&A attorney's role in a Texas deal is to stay in a defined legal lane: reviewing and negotiating the letter of intent, running legal due diligence, drafting and negotiating the purchase agreement, and coordinating closing mechanics like the franchise tax clearance certificate and any required regulatory filings. Financial due diligence, valuation, and quality of earnings work sit with a CPA or financial advisor, not the attorney. Keeping this lane defined, rather than reaching into every business decision a deal touches, is part of what keeps a Texas transaction moving toward closing instead of stalling on scope creep.
Texas created a specialized Business Court to hear complex commercial matters, including disputes that arise out of M&A transactions, for qualifying entities and claims above the court's amount-in-controversy threshold. Before this court existed, Texas business disputes were heard in general civil district courts alongside every other type of case. For a Texas buyer or seller structuring a deal, this matters most in how representations, warranties, and indemnification provisions get drafted, since a dispute over those provisions may now land in front of a judge with a dedicated business-law docket rather than a general civil docket.
Only deals above HSR's transaction-value and party-size thresholds, which the Federal Trade Commission adjusts annually, trigger a mandatory pre-closing waiting period. Most transactions in the five to fifty million dollar range fall below that line, but a buyer with a larger existing platform or a rollup strategy across multiple Texas acquisitions should confirm HSR status early, since a required filing changes the closing timeline. CFIUS review is a separate question that applies only when a foreign buyer is involved, relevant mainly to Texas's energy and defense-adjacent sectors.
Bring whatever documents define where the deal currently stands: a signed or draft letter of intent or term sheet, a confidential information memorandum if one exists, and a quality of earnings report if one has been completed. If the deal has not reached the LOI stage, a summary of the target's revenue, industry, and proposed structure is enough to start. The engagement assessment reviews these materials against the deal's legal and structural risk before scoping the full transaction work, whether the deal is based in Houston, Dallas, Austin, San Antonio, or elsewhere in Texas.
Yes. Acquisition Stars is a nationwide M&A law firm. Alex Lubyansky leads engagements for clients in Texas directly, from deal strategy through closing. We work with clients in every major metro and smaller markets throughout the state.
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.
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.
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.
Look for an attorney with genuine transaction experience, not just corporate formation work. Verify that the attorney has handled deals similar in size and structure to yours. In Texas, confirm the attorney understands state-specific issues including Texas's non-compete framework, successor liability rules, and any industry-specific regulations. At Acquisition Stars, Alex Lubyansky leads every engagement, reviews every document, and leads negotiation and closing, with an associate supporting the work.
Texas M&A activity spans four distinct metro economies, each drawing a different buyer profile. Houston's energy, petrochemical, and healthcare sectors attract strategic consolidators and private equity roll-ups pursuing the Texas Medical Center's physician practice groups. Dallas-Fort Worth's financial services, technology, and corporate-relocation economy draws out-of-state acquirers following their vendor base into Texas. Austin's software, semiconductor, and clean energy targets see founder-led sellers negotiating with venture-backed and strategic buyers. San Antonio adds defense, cybersecurity, and manufacturing targets tied to its military and automotive manufacturing presence. A statewide buyer or seller benefits from counsel who has closed deals across these varied sectors rather than counsel tied to a single metro's deal patterns.
Texas law shapes every deal regardless of which metro the target sits in. The Texas Business Organizations Code governs entity mergers, conversions, and the filing procedures the Secretary of State requires to close a transaction cleanly. Texas recently created a specialized Business Court to hear complex commercial disputes for qualifying entities, an option that did not previously exist in the state and now gives M&A-adjacent disputes a forum with judges focused on business law. Texas has no corporate or personal income tax, though the Franchise Margin Tax applies to entities above the state's annual revenue threshold and follows the business through a sale unless a buyer secures a tax clearance certificate first. As a community property state, Texas typically requires spousal consent before closing a sale of business interests.
Texas deals in the five to fifty million dollar range increasingly carry the same mechanics seen in larger transactions. Private equity and strategic buyers routinely request a quality of earnings report before committing to a letter of intent, and representation and warranty insurance has become common enough on Texas deals above the low end of this range that sellers should expect the question even when a buyer does not raise it first. Working capital pegs, purchase price adjustments, and, in stock transactions, a qualitative look at whether a 338(h)(10) election fits the deal's tax profile, are standard points of negotiation. Alex Lubyansky leads every Texas engagement, with an associate supporting document drafting.
Enforceable only if ancillary to an otherwise enforceable agreement. Mandatory reformation.
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.
Before scoping a full engagement, Alex Lubyansky reviews financing, target criteria, and intent for Texas transactions regardless of which metro the deal sits in. This screening step protects both parties' time and surfaces red flags before due diligence spend begins.
We confirm whether a Franchise Margin Tax clearance certificate is needed before closing and review the transaction against the Texas Business Organizations Code's merger and conversion filing requirements, so nothing holds up the Secretary of State filing at closing.
We draft and negotiate the purchase agreement, including representations, warranties, indemnification, and any representation and warranty insurance terms, aligning the document with the working capital peg and purchase price adjustment mechanics set earlier in the deal.
We coordinate closing mechanics and required Texas filings so a transaction closes on schedule. A Texas buyer or seller ready to scope a deal starts with a free consultation and a Request Engagement Assessment submission.
Acquisition Stars handles M&A transactions for Texas clients and works with independent securities counsel on securities matters. Alex Lubyansky leads every M&A engagement.
Alex Lubyansky leads every mergers & acquisitions law engagement, with an associate supporting the work.
15+ years of M&A experience. Nationwide practice. LOI through closing.
We review every transaction inquiry within one business day.
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
LOI through closing. Nationwide. 15+ years of M&A experience.
Before you go
Talk through your transaction with Alex Lubyansky at no cost. Submit your transaction details and the team will confirm next steps.
Request Your Free ConsultationOr call (248) 266-2790