Roswell is one of the Atlanta metro's most active business acquisition corridors, sitting at the intersection of the tech-services ecosystem, professional services businesses, and the entrepreneurial class that has clustered in the North Fulton and Cherokee County suburbs. Purchase agreement negotiation here is shaped by Georgia's Restrictive Covenants Act, which provides buyers with a statutory framework for enforcing non-competes that is meaningfully stronger than what buyers in California or most other states can rely upon. Our managing partner handles purchase agreement engagements directly, from initial draft review through closing.
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.
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. Your submission is not screened by an intake coordinator before it reaches him.
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 Roswell Engagement Assessment
Alex Lubyansky handles every purchase agreement law engagement personally.
15+ years of M&A experience. Nationwide. LOI through closing.
Request Engagement Assessment
Alex reviews each inquiry personally. If there is alignment, you will hear back 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?"
Ask how the engagement is scoped, what is included, and what factors drive cost increases. Defined scope with a retainer gives the clearest cost picture.
Frequently Asked Questions
Common questions from Roswell clients
How does Georgia's Restrictive Covenants Act benefit buyers in a Roswell business acquisition?
Georgia's Restrictive Covenants Act, O.C.G.A. 13-8-50 through 13-8-59, creates a statutory framework for evaluating and enforcing non-compete agreements that is notably more buyer-friendly than the common law standards most states apply. The Act explicitly permits Georgia courts to modify overbroad covenants rather than voiding them entirely, which means that if a non-compete's geographic scope or duration is slightly beyond what a court would impose independently, the court can reform it to a reasonable restriction rather than striking it. For buyers in Roswell, this means that the non-compete provisions in the purchase agreement have strong legal support. Unlike California, where non-competes in business sales face meaningful scrutiny, Georgia treats the buyer's acquisition of goodwill as a legitimate business interest that the statute actively protects.
What are the most important purchase agreement provisions for an Atlanta-area technology services acquisition?
Technology services acquisitions in the Roswell corridor require particular attention to four areas of the purchase agreement. First, IP representations. The seller must represent that the company owns or has valid licenses to all IP used in delivering services, that employees and contractors have signed invention assignment agreements, and that there are no open source licenses that would require disclosure of proprietary code. Second, customer contract representations. The seller must represent that material customer contracts are assignable and that no change-of-control provisions will trigger termination rights. Third, employee and key personnel provisions. The purchase agreement should include non-compete and non-solicitation obligations for the owner and key personnel under Georgia's Restrictive Covenants Act. Fourth, representations and warranties insurance. R&W insurance is increasingly used in Roswell-area technology transactions to provide the buyer with clean claims recourse and reduce the escrow requirement.
What is a working capital peg and how is it negotiated in a Roswell business purchase?
The working capital peg is the agreed-upon level of net working capital the seller must deliver at closing. If actual working capital exceeds the peg, the seller receives additional consideration. If actual working capital falls below the peg, the purchase price is reduced. In professional services and technology services businesses in the Roswell market, the working capital peg negotiation focuses on how deferred revenue is treated (is it a liability that reduces working capital, or excluded), how accounts receivable aging is classified (which receivables qualify as collectible and count in working capital), and what the appropriate trailing period is for establishing the peg level. Buyers typically propose a working capital peg equal to the historical average or the trailing three months average, while sellers prefer the minimum of historical amounts or a number based on operating requirements. This issue should be resolved in the LOI, not during purchase agreement drafting.
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 Roswell?
During your confidential initial consultation in Roswell, we'll discuss your purchase agreement law needs, review your current situation, assess potential challenges specific to Georgia, 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 Roswell?
Yes, we represent clients nationwide while maintaining a strong presence in Roswell. 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
Atlanta is the business capital of the Southeast, with M&A activity driven by logistics (home of UPS and Delta), financial technology (NCR, Fiserv), and healthcare. The city's position as a transportation hub creates unique opportunities in distribution, supply chain, and franchise businesses. Atlanta's robust Black business community adds diversity to the deal pipeline not seen in most markets.
Top M&A Sectors Near Roswell
Logistics & Supply Chain
Financial Technology
Healthcare
Franchise Operations
Film & Entertainment
Deal Environment
Atlanta offers strong deal flow at valuations below the Northeast corridor. The region's rapid population growth and business formation rate create a steady supply of acquisition targets across all sectors.
Why Acquire in the Atlanta Area
Atlanta's Hartsfield-Jackson airport (the world's busiest) makes it the most accessible city in the US - a strategic advantage for acquirers building multi-location platforms that require frequent travel between portfolio companies.
Georgia Legal Considerations
Georgia enforces non-compete agreements under its 2011 Restrictive Covenants Act, which provides clearer standards than the prior common law framework - courts can now 'blue pencil' overly broad restrictions rather than voiding them entirely.
Roswell M&A Market Insight
Georgia enacted its Restrictive Covenants Act, codified at O.C.G.A. 13-8-50 through 13-8-59, in 2011 following a constitutional amendment that authorized the legislature to regulate non-compete enforceability. The Act gives Georgia courts explicit authority to modify overbroad non-competes to make them enforceable rather than voiding them entirely, a power known as blue-penciling that is more expansive in Georgia than in most states. For buyers acquiring businesses in Roswell, this statutory framework provides strong post-closing protection for the goodwill purchased. The seller and key employees can be bound by non-compete and non-solicitation provisions that Georgia courts will enforce and, if necessary, reform to reasonable scope rather than strike. Roswell's deal flow is concentrated in technology consulting and IT services firms (attracted by proximity to Technology Park and the North Atlanta tech corridor), professional services businesses, financial services operations, and healthcare practices. Many of these businesses are founder-led companies where the owner's personal reputation and relationships drive a meaningful portion of value, which makes the non-compete and non-solicitation provisions in the purchase agreement particularly important. Buyers in the Roswell market range from individual search fund operators and ETA entrepreneurs to regional PE firms executing roll-up strategies in professional services and tech-enabled services.
Common Deal Scenarios in Roswell
1
Technology Services or IT Consulting Firm Acquisition
Acquiring a technology consulting or managed services provider in the Roswell and North Atlanta corridor involves purchase agreement provisions that address IP ownership and employee invention assignment documentation, customer contract transferability (particularly for government or enterprise clients with change-of-control provisions), key personnel non-compete and non-solicitation obligations under the Georgia Restrictive Covenants Act, and representations about the status of ongoing projects and service level agreement compliance. The working capital peg for technology services businesses must account for the timing of milestone billings, deferred revenue from prepaid service contracts, and accounts receivable aging from enterprise customers who pay on extended terms.
2
Professional Services Firm Purchase with Georgia Non-Compete Protection
Buying a professional services business in Georgia provides access to one of the country's most buyer-protective non-compete frameworks. The Georgia Restrictive Covenants Act permits courts to modify overbroad restrictions rather than void them, which means a well-drafted non-compete will survive even if the buyer overreaches slightly on scope. The purchase agreement should include non-competes for both the selling owner and key professionals whose client relationships form the core of the business's goodwill. Two to five year restrictions with geographic scope tied to the business's client footprint and activity restrictions limited to directly competitive services are appropriate benchmarks under Georgia law.
3
Healthcare Practice Acquisition in the Atlanta Suburbs
Healthcare practice acquisitions in the Roswell and North Fulton area involve Georgia corporate practice of medicine considerations, payor contract assignment, Medicare and Medicaid CHOW notifications, HIPAA patient record transfer protocols, and state licensure transfer. Georgia's CPOM doctrine is enforced through the Georgia Composite Medical Board's rules, and buyers must structure the acquisition to keep clinical authority with a licensed professional entity. Purchase agreement representations must cover compliance with Georgia's healthcare licensing requirements, billing accuracy, and the status of any outstanding regulatory investigations or audits.
Why Roswell for M&A
Roswell and the North Atlanta suburbs combine a dense concentration of technology services, professional services, and healthcare businesses with one of the most buyer-protective non-compete frameworks in the country. Georgia's Restrictive Covenants Act, the Atlanta metro's active PE and ETA buyer community, and the founder-led company profile of most Roswell acquisition targets all make the purchase agreement negotiation consequential and worth engaging experienced counsel for. Alex handles purchase agreement engagements directly, from initial buyer review of the seller's draft through the final closing deliverables.
Local Market Context
Roswell M&A Market
Atlanta-Sandy Springs-Alpharetta, GA MSA · MSA population 6.3M
MSA Population (2024)
6.3M
U.S. Census Bureau
Top Industry Concentration
1 financial technology and payments
2 logistics and supply chain
3 media and entertainment production
Atlanta is the Southeast's dominant business hub and an increasingly important national M&A market. The metro has built particular depth in fintech and payments technology, logistics and supply chain, and media. Atlanta's role as a film and television production center adds an entertainment M&A layer. The city's position as the Southeast gateway for corporate headquarters drives consistent mid-market deal flow across professional services and technology sectors.
Major Roswell Employers and Deal Anchors
Delta Air Lines
Coca-Cola
Home Depot
NCR Voyix
Global Payments
WellStar Health System
Transit and Logistics
Hartsfield-Jackson Atlanta International Airport is the world's busiest airport by passenger volume. Atlanta is a major Southeast distribution hub at the intersection of I-75, I-85, and I-20.
Recent Roswell Deal Signal (2024-2025)
Atlanta's fintech and payments sector saw continued consolidation through 2024, building on the metro's established reputation as a global payments processing hub. Global Payments and NCR Voyix restructuring activity generated downstream deal flow.
Georgia Secretary of State regulates securities. No notable city-level business transfer taxes or unusual local rules beyond state-level requirements.
Georgia Legal Considerations for Purchase Agreement Law
Non-Compete Laws
Enforceable under 2011 statutory framework. Blue-pencil available.
Filing Requirements
Entity mergers and conversions are filed with the Georgia Secretary of State, Corporations Division. Annual registrations are required. Professional license transfers require separate filings with the relevant Georgia licensing board.
Key Georgia Considerations
Georgia's 2011 constitutional amendment and Restrictive Covenants Act dramatically changed non-compete enforceability, making pre-2011 Georgia case law unreliable for assessing existing covenants in target companies
Georgia's transferable film and entertainment tax credits can represent significant value in acquisitions of qualifying businesses
The state's port system (Port of Savannah) creates opportunities and regulatory considerations for acquisitions of logistics and import/export businesses
Georgia Bar Authority
State Bar of Georgia (mandatory unified bar). Unified/integrated bar. Membership required to practice law in Georgia.
Business court: Georgia State-wide Business Court (established 2020) Constitutional amendment approved November 2018; enabling legislation HB 239 passed 2019; court became operational August 3, 2020. Handles complex commercial matters with statewide jurisdiction. Georgia O.C.G.A. sec. 13-8-50 governs restrictive covenants.
Georgia M&A Market Context
Metro Atlanta is Georgia's M&A engine, with concentrations in technology, logistics, financial technology, and healthcare services transactions.
Watchpoints
Common Roswell Purchase Agreement Law Pitfalls
These are the items we see derail purchase agreement law transactions in the Roswell market. Each one is rooted in current statutory law, recent legislative changes, or recurring patterns from the deals Alex has handled.
1
Georgia non-compete enforcement and earn-out exposure
State legal framework
Enforceable under 2011 statutory framework. Blue-pencil available.
"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."
2
Roswell local regulatory exposure
Local regulatory
Georgia Secretary of State regulates securities. No notable city-level business transfer taxes or unusual local rules beyond state-level requirements.
3
Georgia regulatory framework attorneys flag at LOI
State statute
Securities regulated by Georgia Secretary of State Securities Division (sos.ga.gov/securities). Georgia follows the Uniform Securities Act; Blue Sky notice filings required for Reg D.
Guides and Resources
In-depth guides to help you prepare for your transaction
Attorney perspective on purchase agreement attorney matters in Roswell
"You've got two professionals billing hourly, each rewarded for being more thorough than the other. That stops being a negotiation pretty fast."
Alex Lubyansky, Senior Counsel
On the incentive misalignment between clients and their attorneys in prolonged purchase agreement negotiations, and why surgical legal engagement saves money and deals (LinkedIn, Incentive Misalignment)
15+ years of M&A and securities transaction experience·Senior counsel on every engagement·Admitted in Michigan, practicing nationwide
