Considering a reverse merger as a path to public markets? Our Bartlett attorneys specialize in reverse mergers, shell company transactions, and Form 211 filings for companies across Healthcare, Manufacturing, Retail.
Share the basics. Alex reviews every inquiry personally.
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 reverse merger law work for buyers and sellers in Bartlett 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:
Tell us what you are working on. We respond 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
We don't take every matter. Here is what happens when you reach out.
Alex reviews your transaction details personally. No intake coordinators, no junior associates screening your submission.
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 handles every reverse merger law engagement personally.
15+ years of M&A experience. Nationwide. One attorney on every deal.
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
Use these before you call any firm, including ours.
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.
Volume indicates current, active deal experience, not just credentials from years ago.
A $500K SBA acquisition and a $50M PE deal require different skill sets. Make sure the attorney has handled transactions similar to yours.
M&A transactions require a team. Your attorney should work with your other advisors, not in a silo.
Reps, warranties, and indemnification claims surface months after closing. Ask whether the firm handles post-closing litigation or refers it out.
Hourly, flat fee, or hybrid. Ask what factors increase legal costs so there are no surprises.
Common questions from Bartlett clients
Submit your transaction details for a preliminary assessment by our managing partner
Submit Transaction DetailsSubmit transaction details and Alex will respond directly.
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
Memphis's M&A market is defined by its status as America's logistics capital, home to FedEx's global hub and one of the nation's busiest cargo airports and inland ports. This logistics infrastructure has spawned hundreds of warehousing, freight brokerage, and third-party logistics companies in the $2M-$30M range that are prime acquisition targets. Beyond logistics, Memphis drives deal activity in healthcare (St. Jude Children's Research Hospital, Methodist Le Bonheur), food and agriculture, and a growing music and entertainment services sector.
Memphis offers strong deal flow in logistics and distribution, with the FedEx ecosystem creating a continuous pipeline of founder-owned businesses reaching acquisition scale. Healthcare deals are competitive due to institutional buyer interest, but logistics and industrial businesses trade at reasonable multiples with predictable cash flows.
Memphis's logistics infrastructure is a moat: acquiring a distribution or freight business here means access to FedEx's global hub, four Class I railroads, and America's fourth-largest inland port, creating operational advantages that are nearly impossible to replicate. Tennessee's lack of state income tax on wages adds immediate bottom-line value to acquisitions.
Tennessee enforces non-compete agreements under a reasonableness analysis and recently enacted the Tennessee Lawful Employment Act requiring E-Verify compliance, which acquirers must factor into workforce due diligence; the state has no bulk sales act, but Tennessee's franchise and excise tax obligations transfer with going-concern business sales and require careful clearance.
Enforceable with blue-pencil available. Independent consideration required post-hire.
Entity mergers and conversions must be filed with the Tennessee Secretary of State. Annual reports are required. The Department of Revenue handles franchise and excise tax registrations.
Tennessee Bar Association. Voluntary bar. The Tennessee Supreme Court handles attorney admission separately via the Board of Law Examiners.
Bar association websiteFederal districts: E.D. Tenn., M.D. Tenn., W.D. Tenn.
Business court: Tennessee Chancery Court Business Court Docket (established 2015) Business court docket operates within the Davidson County Chancery Court (Nashville) and Shelby County Chancery Court (Memphis). Tennessee chancery courts historically have equity jurisdiction over business matters.
Nashville drives Tennessee M&A across healthcare services, music and entertainment, hospitality, and technology; Memphis generates deal flow in logistics, distribution, and healthcare.
Watchpoints
These are the items we see derail reverse merger law transactions in the Bartlett market. Each one is rooted in current statutory law, recent legislative changes, or recurring patterns from the deals Alex has handled.
Enforceable with blue-pencil available. Independent consideration required post-hire.
"Founders get excited about the check amount and focus on valuation headlines while the fine print gets glossed over."
Securities regulated by Tennessee Department of Commerce and Insurance Securities Division (tn.gov/commerce/securities). Blue Sky notice filings required for Reg D.
The longer a deal drags, the worse it gets. Deal fatigue is real. Even when both parties agreed to something early on, if dates slip and deadlines slip, human nature takes over. At some point one side goes back to the internal drawing board and decides they don't want to be part of it anymore. I usually find this to be symptomatic of a poor process on the front end. Not malice. Not negative intent. Not someone running up fees. Just poor alignment, poor qualification, poor structuring at the start of the engagement. Once that's the foundation, every missed date compounds. The fix isn't more negotiation in the middle. The fix is doing better qualification before the deal team is even hired.
In-depth guides to help you prepare for your transaction
State-by-state securities registration requirements and exemptions.
Read guideHow private companies can issue equity compensation under Rule 701.
Read guideFiling requirements for Regulation D offerings at the state level.
Read guideHow reverse mergers work and when they make sense as a path to going public.
Read guideRequirements for selling restricted and control securities.
Read guideAcquisition Stars represents clients across Tennessee and nationwide. Alex Lubyansky handles every engagement personally.
Don't see your city? View all Reverse Merger Attorney service areas or contact us directly.
"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."
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
Alex Lubyansky handles every engagement personally. Tell us about your transaction and we will let you know if there is a fit.
Tell us about your deal. We review every submission and respond 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
One attorney on every deal. Nationwide. 15+ years of M&A experience.