Purchase Agreement Attorney • Boerne, Texas

Purchase Agreement Attorney in Boerne

By · Managing Partner
Last updated

The purchase agreement is the document that defines your deal. Our Boerne purchase agreement attorneys draft, review, and negotiate asset purchase agreements (APAs) and stock purchase agreements (SPAs) for business acquisitions across Healthcare, Real Estate, Tourism, protecting your interests with precision built on 15+ years of transaction experience.

Selective M&A Practice
Personal Attention
Senior Counsel on Every Deal

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What We Do

Alex Lubyansky handles purchase agreement law work for buyers and sellers in Boerne and across the country. Here is what that looks like:

  • Asset purchase agreement (APA) drafting and negotiation
  • Stock purchase agreement (SPA) drafting and negotiation
  • Representations and warranties tailored to your deal
  • Indemnification, escrow, and holdback structuring
  • Closing conditions and deliverables coordination
  • SBA-compliant purchase agreement documentation
  • Seller financing and earnout provisions
  • Ancillary documents including non-competes, transition agreements, and employment agreements

Who We Serve

We work best with people who know what they want and are ready to move:

  • Buyers who need an asset purchase agreement drafted from scratch
  • Sellers reviewing a buyer's proposed purchase agreement
  • SBA-financed buyers who need lender-compliant transaction documents
  • Business brokers whose clients need legal review of purchase terms
  • Private equity firms requiring institutional-quality deal documentation
  • Entrepreneurs closing their first acquisition and needing experienced counsel

See If Your Deal Is a Fit

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Our Process

A structured, methodical approach to purchase agreement law

1

Deal Terms Review

We review your letter of intent or proposed deal terms, identify gaps and risks, and develop a drafting strategy that protects your position from the first page.

2

Agreement Drafting

Managing Partner Alex Lubyansky drafts or marks up the purchase agreement, structuring representations, warranties, indemnification, and closing mechanics to match your specific deal.

3

Negotiation

We negotiate directly with opposing counsel on every material term, from purchase price adjustments and escrow amounts to survival periods and indemnification caps.

4

Ancillary Documents

We prepare all supporting documents including disclosure schedules, non-compete agreements, transition services agreements, and any required third-party consents.

5

Closing Execution

We manage the closing checklist, coordinate signature pages and fund flows, and ensure every condition is satisfied so your deal closes cleanly and on schedule.

What Happens After You Submit

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 Boerne Engagement Assessment

Alex Lubyansky handles every purchase agreement 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.

Your information is kept strictly confidential and will never be shared. Privacy Policy

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 Boerne clients

What is the difference between an APA and an SPA?
An asset purchase agreement (APA) lets you select specific assets and liabilities to acquire, giving you more control over what transfers. A stock purchase agreement (SPA) transfers ownership of the entire entity, including all assets and liabilities. The right choice depends on tax considerations, liability exposure, and the specific deal structure your transaction requires.
Why do I need an attorney for my purchase agreement?
The purchase agreement is the single most important document in your deal. It allocates risk between buyer and seller through representations, warranties, indemnification, and closing conditions. A poorly drafted agreement can leave you exposed to liabilities, overpayment, or post-closing disputes that could have been prevented.
How long does it take to draft a purchase agreement?
A first draft typically takes 5 to 10 business days depending on deal complexity. Negotiation and revisions can add 2 to 4 weeks. Acquisition Stars is built for speed, and Managing Partner Alex Lubyansky keeps the drafting process moving so your deal stays on track.
What should a purchase agreement include?
A well-drafted purchase agreement addresses purchase price and payment terms, asset or stock transfer mechanics, representations and warranties from both parties, indemnification obligations and caps, closing conditions and deliverables, post-closing adjustments, and non-compete and transition terms. Every provision should be tailored to your specific transaction.
Can you review a purchase agreement the other side drafted?
Yes. Reviewing and marking up the other side's draft is one of the most common engagements we handle. We identify terms that are unfavorable, missing protections, and hidden risks, then negotiate revisions that bring the agreement in line with your interests and standard market terms.
What can I expect during an initial consultation in Boerne?
During your confidential initial consultation in Boerne, we'll discuss your purchase agreement 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 Boerne?
Yes, we represent clients nationwide while maintaining a strong presence in Boerne. Our managing partner handles purchase agreement 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

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M&A Market: Boerne & 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 Boerne

  • 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.

Texas Legal Considerations for Purchase Agreement 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.

Bar association website

Texas Federal and Business Courts

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)

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Watchpoints

Common Boerne Purchase Agreement Law Pitfalls

These are the items we see derail purchase agreement law transactions in the Boerne 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

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2

Texas non-compete enforcement and earn-out exposure

State legal framework

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

"Non-binding is just a phrase. It does not guarantee a frictionless process down the line. An LOI can absolutely structure the entire future of a deal even when the document explicitly says non-binding. If counsel comes in later in the game, the LOI is already there, and parties will anchor to it. Whether or not you were involved in the drafting. Whether or not you were involved in the negotiation. They will anchor to that document. And when deals blow up, fingers get pointed at the LOI's terms. The phrase non-binding sets a buyer's expectations. The substance of the document sets the deal. Those two things are different, and the gap between them is where deals get expensive."
Alex Lubyansky · Leo Landaverde M&A Podcast
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).

Attorney perspective on purchase agreement attorney matters in Boerne

Alex Lubyansky, Managing Partner at Acquisition Stars
"The most expensive mistake in M&A isn't overpaying. It's buying a business that can't grow beyond its current state."
Alex Lubyansky, Senior Counsel On diligence (advisory) (Alex LinkedIn Published (Notion library))

15+ years of M&A and securities transaction experience Senior counsel on every engagement Admitted in Michigan, practicing nationwide

Reviewed by Alex Lubyansky on . Read full bio

Ready to Talk About Your Boerne Deal?

Alex Lubyansky handles every engagement personally. Tell us about your transaction and we will let you know if there is a fit.

Request Engagement Assessment

Tell us about your deal. We review every submission and respond within one business day.

Your information is kept strictly confidential and will never be shared. Privacy Policy

One attorney on every deal. Nationwide. 15+ years of M&A experience.