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.
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.
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.
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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.
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 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.
M&A counsel since 2013. 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
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