Eagan sits in Dakota County immediately south of the Minnesota River from St. Paul, and its business base runs from large corporate campuses down to founder-owned companies in technology, insurance, and healthcare. A purchase agreement for an Eagan business has to account for Minnesota's near-total ban on non-compete agreements, one of the most restrictive in the country, and for a 9.8 percent corporate franchise tax that is among the highest in the nation. Both change how the deal is structured well before the agreement is drafted. Our managing partner handles purchase agreement drafting and negotiation for Eagan and Dakota County business sales directly.
Share the basics. Alex reviews each inquiry.
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
Alex Lubyansky handles purchase agreement law work for buyers and sellers in Eagan and across the country. Here is what that looks like:
We work best with people who know what they want and are ready to move:
Share the relevant deal details once. Alex reviews each inquiry and responds within one business day when there is alignment.
A structured, methodical approach to purchase agreement law
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.
Managing Partner Alex Lubyansky drafts or marks up the purchase agreement, structuring representations, warranties, indemnification, and closing mechanics to match your specific deal.
We negotiate directly with opposing counsel on every material term, from purchase price adjustments and escrow amounts to survival periods and indemnification caps.
We prepare all supporting documents including disclosure schedules, non-compete agreements, transition services agreements, and any required third-party consents.
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.
We don't take every matter. Here is what happens when you reach out.
Alex reviews your transaction details. Your submission is not screened by an intake coordinator before it reaches him.
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.
If there is alignment, Alex schedules a direct call to discuss your transaction, timeline, and objectives.
Before any work begins, you receive a written engagement letter with defined scope, timeline, and fee structure. No surprises.
Alex Lubyansky leads every purchase agreement law engagement, with an associate supporting the work.
M&A counsel since 2013. Nationwide. LOI through closing.
Alex reviews each inquiry. If there is alignment, you will hear back 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
Common questions from Eagan clients
Submit your transaction details for a preliminary assessment by our managing partner
Submit Transaction DetailsSubmit the core transaction details and Alex will evaluate whether the matter is a fit for direct engagement.
Minneapolis-St. Paul punches well above its weight in M&A activity, home to 16 Fortune 500 companies including UnitedHealth, Target, and 3M. The Twin Cities' strength in medical devices (Medtronic corridor), retail, and agribusiness drives consistent deal flow. The region's strong cooperative and employee-owned business tradition means many sellers are transitioning unique ownership structures.
Minneapolis offers sophisticated targets at Midwestern valuations. The high density of Fortune 500 headquarters creates a robust ecosystem of suppliers and service providers - many of which become acquisition targets as their corporate customers evolve.
The Twin Cities metro consistently ranks among the highest in median household income and educational attainment in the Midwest, providing acquired businesses with a premium workforce and consumer base.
Minnesota courts scrutinize non-compete agreements closely and require independent consideration beyond at-will employment - acquirers must often renegotiate or buy out existing non-competes to ensure enforceability post-close.
Eagan's employer base includes Thomson Reuters, which has maintained a corporate office in the city since acquiring West Publishing in 1996 and now leases space at a newer Eagan office campus after redeveloping much of its original 263-acre site, alongside other technology, insurance, and healthcare employers in the Eagan and greater Dakota County submarket. A purchase agreement for a business in this market has to be built around two Minnesota-specific rules that surprise out-of-state buyers. First, Minnesota Statutes Section 181.988 voided nearly all non-compete agreements effective July 1, 2023, with a narrow exception for owners selling at least a 25 percent stake in the business, so the purchase agreement's restrictive covenant section needs to be drafted specifically to fit inside that sale-of-business exception rather than relying on a generic non-compete template. Second, Minnesota imposes a 9.8 percent corporate franchise tax, using mandatory combined reporting for unitary groups and market-based sourcing, which is high enough that it regularly affects whether a deal is structured as a stock sale or an asset sale. On the closing mechanics side, Minnesota Statute Section 270C.58 requires the buyer of business assets to withhold enough of the purchase price to cover the seller's unpaid state taxes unless a tax clearance certificate has been obtained from the Department of Revenue, functioning as the state's replacement for the repealed UCC Article 6 bulk sales statute. Contested purchase agreement disputes in Eagan are heard in Dakota County District Court, part of Minnesota's First Judicial District, with the county's Judicial Center located in Hastings.
Minnesota's ban on non-compete agreements took effect July 1, 2023, and applies to essentially all agreements entered into after that date, with one narrow exception for owners selling at least 25 percent of the business. For an Eagan business sale, the purchase agreement's non-compete or non-solicitation language must be written to clearly fit inside that exception, tying the restriction to the seller's actual ownership percentage and the sale itself, rather than importing a standard multi-state non-compete clause that a Minnesota court would likely void outside the sale-of-business context.
Minnesota's 9.8 percent corporate franchise tax is high enough relative to other states that it regularly changes the economics of choosing between a stock sale and an asset sale for an Eagan business. An asset sale can trigger built-in gain recognition at the entity level before the seller receives proceeds, while a stock sale generally avoids that layer but shifts more risk to the buyer. The purchase agreement needs indemnification and tax allocation provisions that reflect which structure the parties chose and why, since Minnesota's combined reporting and market-based sourcing rules can affect the numbers differently than a deal modeled only on federal tax treatment.
Under Minnesota Statute Section 270C.58, a buyer purchasing business assets must withhold sufficient purchase price to cover the seller's unpaid Minnesota taxes unless the seller has obtained a tax clearance certificate from the Department of Revenue. Eagan asset purchase agreements typically address this directly, either by making tax clearance a closing condition or by escrowing funds against the risk that clearance has not arrived by the target closing date, so neither party is negotiating that mechanic for the first time during closing week.
Eagan's business base, from large employers like Thomson Reuters down to founder-owned technology, insurance, and healthcare companies, sits inside two Minnesota rules that shape nearly every purchase agreement in this market: a near-total non-compete ban with a narrow sale-of-business exception, and a corporate franchise tax rate high enough to influence stock-versus-asset structuring. Getting the restrictive covenant language and the tax clearance mechanics right in the purchase agreement itself, rather than discovering the problem after signing, is the recurring theme in Dakota County business sales. Our managing partner drafts and negotiates purchase agreements for Eagan sellers and buyers with these two issues built in from the first draft, not added after a dispute arises.
Local Market Context
Minneapolis-St. Paul-Bloomington, MN-WI MSA · MSA population 3.7M
MSA Population (2024)
3.7M
U.S. Census Bureau
Top Industry Concentration
Minneapolis-St. Paul is a diversified Midwest business hub with particular strength in food and agriculture processing, retail, medical devices, and financial services. The metro has one of the highest concentrations of Fortune 500 headquarters per capita in the United States. Medical device M&A tied to Medtronic and the broader Twin Cities medtech ecosystem is a consistent deal driver, alongside food industry consolidation through companies like General Mills and Cargill.
Minneapolis-St. Paul International Airport is a Delta Air Lines hub with strong domestic and international connectivity. The metro is a major Upper Midwest rail and highway freight hub, positioned at the intersection of I-94, I-35, and I-494.
Recent Eagan Deal Signal (2024-2025)
UnitedHealth Group continued its acquisitions of physician groups and healthcare services businesses through 2024, extending its vertically integrated healthcare model. 3M completed its spinoff of its healthcare segment (Solventum) in 2024, generating follow-on M&A activity as Solventum established its independent acquisition strategy.
Source (accessed 2026-04-27)
Minnesota Department of Commerce regulates securities. Minnesota has a workers' compensation and non-compete legal environment that M&A counsel should evaluate in earnout and employment agreement structures.
Banned entirely (effective July 2023). Sale-of-business exception for 25%+ owners.
Entity mergers and conversions are filed with the Minnesota Secretary of State. Annual renewals are required. The Department of Revenue requires tax clearance for asset purchases. Regulated industries (insurance, banking, utilities) require separate approvals.
Minnesota State Bar Association. Voluntary bar. The Minnesota Supreme Court handles attorney licensing separately via the Minnesota Lawyers Professional Responsibility Board.
Bar association websiteFederal districts: D. Minn.
Business court: No dedicated business court division. Commercial disputes proceed through general civil courts.
Minnesota M&A is driven by Minneapolis-Saint Paul's concentration of Fortune 500 companies across food, medical devices, financial services, and retail.
Watchpoints
These are the items we see derail purchase agreement law transactions in the Eagan market. Each one is rooted in current statutory law, recent legislative changes, or recurring patterns from the deals Alex has handled.
Effective July 1, 2023, Minnesota bans all new non-compete agreements for employees. Agreements signed before that date remain enforceable under prior law. This materially affects post-acquisition talent retention structuring in Minnesota deals.
SourceBanned entirely (effective July 2023). Sale-of-business exception for 25%+ owners.
"The LOI is an excellent entry point. From a legal perspective, it's one of the largest moments where an attorney can add real value. If something gets codified in an LOI, it's often far more dangerous and binding than the buyer believes. People look at the title of an LOI on Google and assume non-binding means harmless. The first thing you learn in legal training is that the title of a document is not indicative of its substance. An LOI is not just an expression of interest. It is binding in many ways. Even if you set aside the legal repercussions of the document's nuances, look at how these get put together without outside help. The buyer attaches themselves to a price, a structure, a tactical concession that they can no longer change later in the process. Pre-LOI engagement is when an attorney earns their fee."
Minnesota Department of Commerce regulates securities. Minnesota has a workers' compensation and non-compete legal environment that M&A counsel should evaluate in earnout and employment agreement structures.
Securities regulated by Minnesota Department of Commerce Securities Division (mn.gov/commerce/securities). Minnesota follows the Uniform Securities Act; Blue Sky notice filings required for Reg D. Minnesota enacted a complete ban on non-compete agreements for employees (Minn. Stat. sec. 181.988, effective July 1, 2023), a significant M&A due diligence factor for buyer protection of acquired talent.
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Acquisition Stars represents clients across Minnesota and nationwide. Alex Lubyansky leads every M&A engagement.
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"Stock versus asset is the single biggest economic decision in a sale that nobody explains before the seller commits."
M&A counsel since 2013 Senior counsel on every engagement Admitted in Michigan, practicing nationwide
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Alex Lubyansky leads every engagement, with an associate supporting the work. Tell us about your transaction and we will let you know if there is a fit.
LOI through closing. Nationwide. M&A counsel since 2013.
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