Business Acquisition Attorney
Business Acquisition Attorney.
Managing Partner on Every Deal.
Acquisition Stars provides M&A legal counsel from LOI through closing. Managing Partner Alex Lubyansky personally handles every business acquisition, merger, and divestiture. 15+ years of transaction experience with the speed and personal attention your deal requires.
Discuss Your Deal With an M&A Attorney
Tell us about your transaction and we will assess whether our practice is a fit.
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
Business acquisition attorney (also called an M&A attorney or mergers and acquisitions lawyer): A lawyer who handles business purchase and sale transactions. This includes deal structuring (asset vs. stock purchase), Letter of Intent negotiation, legal due diligence, purchase agreement drafting and negotiation (indemnification, reps and warranties, working capital adjustments), and closing coordination. Business acquisition attorneys differ from general business lawyers by specializing in transaction-specific risks: liability allocation, earn-out disputes, and post-closing obligations.
What Our M&A Attorneys Handle
Every business acquisition has the same core legal needs. Here's exactly what Acquisition Stars covers - included in your engagement.
1. Deal Structuring
Asset purchase vs. stock purchase vs. merger - the structure determines your tax treatment, liability exposure, and closing complexity. We analyze your specific situation and recommend the structure that protects you.
Why it matters: The wrong structure can create six-figure tax liabilities or leave you responsible for the seller's undisclosed debts.
2. Letter of Intent (LOI)
Your LOI sets the framework for the entire deal - price, structure, exclusivity period, and key conditions. We draft or review your LOI to lock in favorable terms before you spend money on due diligence.
3. Due Diligence Management
Legal due diligence reviews contracts, litigation, regulatory compliance, intellectual property, employee matters, and environmental issues. We manage the process, flag deal-breakers early, and negotiate price adjustments for anything we find.
4. Purchase Agreement Negotiation
The purchase agreement is the most important document in any acquisition. We negotiate every critical provision: indemnification caps and baskets, representations and warranties, working capital adjustments, earn-outs, non-competes, escrow terms, and closing conditions.
5. Ancillary Documents
Employment agreements, non-compete/non-solicitation agreements, transition services agreements, escrow agreements, and seller notes. These support documents are often where deals fall apart - we draft them to align with the purchase agreement terms.
6. Closing & Post-Closing
Closing checklist management, fund flow coordination, third-party consent collection, working capital true-ups, and post-closing dispute support. We stay involved until the deal is fully settled.
When Do You Need an M&A Attorney?
Not every business transaction needs specialized M&A counsel. Here are the signals that you do:
You Need M&A Counsel If:
- ✓ Deal value is over $1M
- ✓ Transaction involves a purchase agreement (not just a bill of sale)
- ✓ Earn-outs, seller financing, or contingent payments are involved
- ✓ The business has employees, contracts, or leases that need to transfer
- ✓ Regulatory approvals or industry-specific licenses are required
- ✓ You're acquiring a business in a different state
A General Attorney May Suffice If:
- — You're buying a small asset package under $500K
- — The transaction is a simple asset-only sale with no employees
- — No representations, warranties, or indemnification are needed
Most deals that seem simple at the start get complicated during diligence. When in doubt, get M&A-specific counsel.
How It Works
From first call to closing - here's what the process looks like with Acquisition Stars.
Initial Assessment
You tell us about your deal: what you are buying, deal size, timeline, and any concerns. We assess the legal complexity and provide a clear engagement scope before you commit to anything.
LOI & Deal Structure
We draft or review your Letter of Intent, recommend the right deal structure (asset vs. stock), and set exclusivity terms that protect your position. Typical timeline: 1-2 weeks.
Due Diligence
We manage the legal diligence process - reviewing contracts, identifying liabilities, and flagging issues that need to be resolved before closing. We work with your accountants and financial advisors. Typical timeline: 4-8 weeks.
Purchase Agreement Negotiation
We negotiate every material term: indemnification, reps & warranties, working capital adjustments, earn-outs, escrow, non-competes, and closing conditions. This is where deals are won or lost. Typical timeline: 2-4 weeks.
Closing & Post-Closing
We coordinate the closing process, manage fund flows, handle last-minute issues, and support you through post-closing obligations (working capital true-ups, transition services, earn-out calculations). Typical timeline: 1-2 weeks.
Total typical timeline: 60-120 days from signed LOI to closing. Complex deals with regulatory approvals or multi-jurisdiction issues may take 4-6 months. Alex Lubyansky is your point of contact throughout - you don't get handed off to junior associates.
Why Clients Choose Acquisition Stars
Speed & Responsiveness
Deals move fast - and delays kill them. Alex keeps pace with your transaction timeline, responds quickly, and drives the process forward so you close on schedule, not on someone else's calendar.
Alex Lubyansky on Every Deal
At big firms, partners sell the work and associates do it. At Acquisition Stars, Alex Lubyansky is personally involved in every deal from LOI through closing - because the deals we take on deserve that level of attention.
"The very best M&A attorneys are surgeons - they protect you from the legal side and let the rest of the deal team focus on their area of expertise. You wouldn't have a goalkeeper lining up at center mid. They take care of their job and do it at a monumentally successful level."
- Alex Lubyansky, Managing Partner
Nationwide Practice
Over 60% of our deals involve multi-state operations or out-of-state parties. We handle transactions across all 50 states and coordinate with local counsel where state-specific requirements apply.
Experienced M&A Counsel, Personal Attention
You get the M&A expertise of a large firm with the personal attention of a boutique. Alex Lubyansky brings 15+ years of transaction experience to every deal - without the associate churn or being treated like a file number.
How We Prevent the Three Things That Kill Deals
More deals die from these three behaviors than from bad economics. Here's how Acquisition Stars prevents each one.
Deal Fatigue
Deal fatigue happens when a transaction drags for months - legal spend escalates, progress stalls, and one day someone just decides they're out. You need momentum and discipline to push through the M&A process. Without it, the company suffers.
How we prevent it: Alex drives deal timelines personally. Clear milestones from LOI through closing, weekly progress accountability, and the experience to know when something is stalling before it becomes fatal.
Over-Lawyering
Lawyers do, in fact, kill deals. Some attorneys jump in and fight every single thing on the front end - redlining every provision, reneging on agreed terms, souring the relationship so fast the deal ends before it starts. M&A is transactional work meant to be collaborative, not adversarial litigation.
How we prevent it: Alex negotiates surgically - fighting the battles that actually protect you and leaving the rest alone. A properly staged engagement resolves real issues early without destroying the deal relationship.
Tire Kicking
Some parties enter a deal without actual funding, backing, or intent - they use the process to gain free market information. If you don't qualify aggressively on the front end, you waste months and six figures discovering a deal that was never going to happen.
How we prevent it: We qualify counterparties before significant time and money get spent - verifying proof of funds, confirming financing commitments, and asking the hard questions in meeting one, not meeting five.
Read the full breakdown: Three Things That Kill More Deals Than Bad Economics
Industries We Serve
M&A legal work varies by industry - contract structures, regulatory requirements, and common deal-breakers differ significantly. We have transaction experience across:
Technology & SaaS
Manufacturing
Healthcare
Professional Services
E-Commerce & Retail
Construction & Trades
Have a Deal in Progress?
Alex Lubyansky on every deal. Tell us about your acquisition.
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
M&A Resources
LOI Guide for Business Acquisitions
What to include, what to negotiate, and mistakes that kill deals before they start.
Purchase Agreement Negotiation
The 8 most negotiated provisions with market-standard terms and red flags.
M&A Attorney Costs Explained
What M&A attorneys cost, factors that affect pricing, and what should be included.
Due Diligence Checklist
Complete checklist for legal, financial, and operational due diligence.
LOI vs Purchase Agreement
Key differences between a letter of intent and purchase agreement in business acquisitions.
Asset Purchase vs Stock Purchase
Two deal structures with different tax, liability, and operational implications.
M&A Failure Rate: Research Analysis
70-90% of deals fail to create value. Data on why, and how to protect your acquisition.
What Does an M&A Attorney Do?
The 6 phases of M&A legal work, from deal structuring to post-closing.
Business Acquisition Attorney: 7 Things to Know
What they do, what they cost, when to hire one, and 5 questions to ask before signing.
Frequently Asked Questions
How much does an M&A attorney cost?
Acquisition Stars provides competitive rates with clear engagement scoping so you understand costs upfront. See our complete M&A attorney fee guide at acquisitionstars.com/guides/m-a-attorney-cost.
What does an M&A attorney do?
An M&A attorney handles: Letter of Intent drafting and negotiation, legal due diligence (reviewing contracts, liabilities, regulatory compliance), purchase agreement negotiation (indemnification, representations, working capital adjustments, earnouts), ancillary documents (employment agreements, non-competes, escrow agreements), and closing coordination. For complex transactions, this includes managing multiple workstreams, third-party consents, and post-closing obligations.
When do I need an M&A attorney vs. a business attorney?
A general business attorney handles contracts and corporate governance. An M&A attorney specializes in the transaction process - structuring deals to minimize liability, negotiating purchase agreements with proper indemnification caps and baskets, managing due diligence, and coordinating closings. If your deal is over $1M, involves a purchase agreement (not just an asset list), or includes earnouts, seller financing, or regulatory approvals, you need M&A-specific counsel.
How long does a business acquisition take with an M&A attorney?
Most business acquisitions close in 60-120 days from signed LOI. Timeline: LOI negotiation (1-2 weeks), due diligence (4-8 weeks), purchase agreement negotiation (2-4 weeks), closing preparation and execution (1-2 weeks). Complex deals with regulatory approvals, multiple jurisdictions, or earn-out structures may take 4-6 months. The most common delay is due diligence - an experienced M&A attorney keeps the process on track.
What's the difference between an asset purchase and stock purchase?
In an asset purchase, the buyer selects specific assets and liabilities to acquire - providing more control and protection from unknown liabilities. In a stock purchase, the buyer acquires ownership shares, inheriting all assets AND all liabilities (known and unknown). Asset purchases are more common for small-to-mid-market deals because of the liability protection. Stock purchases are used when the target has non-transferable contracts, licenses, or when the buyer wants operational continuity. Your M&A attorney structures the deal type based on your risk tolerance and tax implications.
Does Acquisition Stars handle deals outside Michigan?
Yes. Acquisition Stars handles M&A transactions nationwide. While based in Michigan, the majority of our transactions involve multi-state operations, out-of-state buyers or sellers, or businesses with national footprints. Alex Lubyansky is admitted in multiple jurisdictions and works with local counsel where needed for state-specific requirements.
What kills M&A deals most often?
Three behaviors kill more deals than bad economics: deal fatigue, over-lawyering, and tire kicking. Deal fatigue occurs when legal spend escalates and progress stalls for months until one party walks away. Over-lawyering happens when attorneys fight every provision aggressively and sour the collaborative relationship that transactions require. Tire kicking is when one party enters the deal without actual funding or intent - using the process to gain free market information. According to M&A attorney Alex Lubyansky, 'Lawyers do, in fact, kill deals. A lot of attorneys jump in and fight every single thing on the front end and sour the relationship so quickly that it ends immediately.'
What should an M&A attorney's role be in a deal?
The best M&A attorneys are surgeons - they protect you from legal risk while letting the rest of the deal team focus on their expertise. They handle deal structuring, LOI negotiation, legal due diligence, purchase agreement negotiation, and closing coordination. According to Alex Lubyansky, 'The very best of the best are actually surgeons. They protect you from the legal side and they let the rest of the deal team focus on their area of expertise.' An M&A attorney should not try to run the entire deal - that leads to bottlenecks and inflated legal bills.
How do you prevent deal fatigue in an M&A transaction?
Preventing deal fatigue requires momentum and discipline throughout the process. Set clear timelines in the Letter of Intent and hold all parties accountable. Your M&A attorney should drive the process forward - if legal counsel is causing delays, that's a problem. Alex Lubyansky notes: 'You need a certain level of momentum and a certain level of discipline in order to push through the process. Often there's a lot of pain associated with a process that starts, doesn't get moving, stays stalled, and then ultimately ends.'
Ready to Discuss Your Deal?
Alex Lubyansky on every deal. Selective practice for serious buyers and sellers.
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