Sports Franchise Advisory

M&A Counsel for Buyers and Sellers of Professional Soccer Franchises

MLS. USL. NWSL. FIFA compliance. Transfer structure. Territorial rights.

From someone who has been inside the room on both continents.

Request Engagement Assessment Call: (248) 266-2790

Sports franchise advisory (soccer): Specialized legal counsel for buyers, sellers, and investors in MLS, USL, and NWSL franchise transactions. Key considerations include the MLS single-entity ownership structure, USL franchise agreement territorial provisions, NWSL expansion mechanics, FIFA transfer regulations (solidarity payments, training compensation, RSTP compliance), designated player cap rules, and NIL compliance for lower-division clubs. Requires counsel with both M&A transaction experience and working knowledge of soccer's international regulatory framework.

The Credential Gap in Soccer Franchise Transactions

There are M&A attorneys who have read about MLS ownership structures. There are soccer lawyers who understand FIFA regulations. There are sports advisors who have done franchise deals in other leagues.

Finding an attorney with all three, and who has also operated inside a professional soccer club across two continents, is a different matter.

Alex Lubyansky is the managing partner at Acquisition Stars. He served in an executive capacity at FC Santa Coloma, Andorra's most successful club with 13 UEFA Champions League appearances, as part of Gold Star FC's acquisition and operation of that club. He understands transfer fee structure at the level of someone who has negotiated it, not merely read the RSTP. He knows the MLS designated player rules, the single-entity mechanics that define what a buyer actually acquires, and the FIFA compliance obligations that American investors routinely underestimate.

That is not a marketing claim. That is a fact.

If you are doing serious due diligence on a franchise purchase in American professional soccer, the credential gap between generic legal counsel and counsel with this specific background is material. It shows up in what gets reviewed during due diligence, what gets negotiated in the purchase agreement, and what liabilities get identified before the transaction closes.

What You Are Actually Buying

The legal structure differs by league. Understanding it before you sign changes the transaction.

MLS: Single-Entity Structure

Major League Soccer

MLS is a single-entity league. The league, not the clubs, holds the player contracts. When you acquire an MLS franchise, you are acquiring a participation right within that single-entity structure. You are not acquiring ownership of the roster in the traditional sense.

The practical implications run through every part of the transaction: what due diligence looks like, how player-related liabilities are allocated, what happens to designated player contracts in a sale, and how the purchase price is properly attributed across the assets being transferred.

MLS also imposes Salary Budget compliance, the Targeted Allocation Money (TAM) and General Allocation Money (GAM) caps, and designated player rules that require legal review for any buyer entering the league for the first time.

Key counsel areas:

Single-entity participation rightsDesignated player complianceSAP/TAM/GAM cap mechanicsPlayer contract allocation in saleLeague approval requirements

USL: Franchise Agreement Model

USL Championship and USL League One

USL operates as a traditional franchise model. You own the franchise rights, not a share of a league entity. That distinction creates more flexibility for the buyer and more legal complexity in the transaction.

The franchise agreement is the governing document. Its territorial exclusivity provisions define the geographic footprint of your rights, and those provisions require line-by-line review. What looks like a clean exclusive territory in a summary may contain carve-outs for future league expansion, overlapping markets, or academy operations that materially affect the value of what you are acquiring.

USL Championship and USL League One have different fee structures, different revenue-sharing obligations, and different promotional mechanics. The due diligence process should account for which tier you are entering, what the path to promotion looks like legally, and what the franchise agreement says about operations during a potential tier transition.

Key counsel areas:

Franchise agreement reviewTerritorial exclusivity analysisRenewal and termination termsRevenue-sharing obligationsPromotion and relegation mechanics

NWSL: The Most Interesting Investment in American Soccer

National Women's Soccer League

The NWSL is the most structurally interesting investment opportunity in American professional soccer right now. National media deals are in place. Franchise values are rising. Expansion bids are competitive. The investor profile is shifting from individual buyers to institutional capital groups.

The legal framework surrounding NWSL ownership is still maturing, which creates both opportunity and risk. The collective bargaining agreement, the league's governance structure, and the expansion process all require careful legal analysis before a bid is submitted or a franchise interest is acquired.

Media rights implications for NWSL ownership are a specific area of analysis. The current national media architecture affects local market revenue potential in ways that differ from how MLS local rights work. Any buyer doing serious due diligence needs to understand how media revenue flows before projecting franchise economics.

Key counsel areas:

Expansion bid structuringFranchise acquisition due diligenceCBA review for ownersMedia rights architectureInvestor syndication structure

What American Owners Miss About FIFA Regulations

FIFA's transfer framework applies to American clubs with international operations. Most owners do not understand the full scope of their obligations until after a transfer occurs.

Solidarity Payments

When an international transfer occurs for a player between the ages of 12 and 23, clubs that participated in that player's training are entitled to solidarity payments under the FIFA RSTP. American clubs that developed international talent and did not register those players properly, or did not track the regulatory requirements, may be leaving compensation on the table. Clubs acquiring players through international transfers have corresponding obligations on the paying side.

Training Compensation

FIFA's training compensation framework requires the buying club to pay compensation to a player's training clubs when a professional contract is signed before age 23 (or age 21 for players moving within the EU). The calculation depends on the federation category of the clubs involved and the duration of training. American clubs operating academies with players who move internationally need a clear legal position on their training compensation obligations and entitlements.

Transfer Fee Structure

International transfer agreements are more complex than domestic transactions. Add-ons, sell-on clauses, performance bonuses, and installment structures all require careful legal drafting. Disputes over transfer fees often arise from ambiguity in the original agreement. American clubs entering the international transfer market for the first time need counsel who understands how these agreements are structured in practice, not only in theory.

RSTP Compliance for US Clubs

The FIFA Regulations on the Status and Transfer of Players govern international transfers and apply to any club affiliated with a national federation. American clubs operating under US Soccer's affiliation need to understand how RSTP provisions interact with domestic league rules and their own employment agreements. This is particularly relevant for USL clubs and lower-division operations with international squads.

NIL Compliance for Lower Division Clubs

NIL changed the recruiting and development landscape for lower-division clubs. Most operators are still working with informal arrangements that create legal risk.

Since the NCAA's NIL rule changes took effect, lower-division soccer clubs have navigated a complex intersection of amateur status rules, state NIL legislation, and US Soccer's own amateur player regulations. The result is a landscape where what is permissible varies by state, by player status, and by the specific commercial arrangement being contemplated.

USL League One and lower-division clubs that operate development academies and retain amateur players need a clear compliance framework. This includes:

  • Understanding which NIL arrangements are permissible for players retaining amateur status under US Soccer rules
  • Structuring academy and development agreements to avoid triggering professional status where it is not intended
  • Reviewing existing player agreements for compliance exposure in light of NIL policy changes
  • Advising on social media and commercial arrangements for amateur players associated with the club brand
  • Coordinating NIL compliance with recruiting and player development strategies

The cost of getting this wrong includes loss of player eligibility, amateur status complications, and regulatory scrutiny from US Soccer. The cost of getting it right is a structured policy that protects the club's operations and the players' interests simultaneously.

Advisory Services

Structured for buyers, sellers, and operators across MLS, USL, and NWSL.

Franchise Acquisition Counsel

Buy-side legal advisory for MLS, USL, and NWSL franchise acquisitions. Covers due diligence, purchase agreement review, league approval navigation, and transaction structuring.

  • MLS single-entity due diligence
  • USL franchise agreement review
  • NWSL expansion and acquisition counsel
  • Purchase agreement structuring
  • League approval coordination
See what we handle

Sell-Side Advisory

Seller-side legal representation for franchise sales. Includes transaction preparation, buyer qualification review, purchase agreement negotiation, and league transfer process management.

  • Franchise sale preparation
  • Buyer qualification and term review
  • Purchase agreement negotiation
  • League approval and transfer process
  • Earnout and deferred consideration structuring
See what we handle

FIFA and Transfer Compliance

Ongoing compliance counsel for American clubs operating in the international transfer market. Transfer fee structure, solidarity payments, training compensation, and RSTP compliance.

  • Transfer agreement drafting and review
  • Solidarity payment compliance
  • Training compensation analysis
  • RSTP compliance framework
  • International transfer dispute counsel
See what we handle

Territorial Rights and Exclusivity

Detailed review and negotiation of territorial exclusivity provisions in USL franchise agreements. Identifying carve-outs, future expansion exposure, and geographic boundary definitions before they become disputes.

  • Territorial provision contract review
  • Exclusivity carve-out analysis
  • Geographic boundary negotiation
  • Future expansion protection
  • Overlap market analysis
See what we handle

NIL and Academy Compliance

Compliance framework for lower-division clubs managing amateur players and academy operations in the post-NIL environment. Policy development, agreement review, and ongoing compliance guidance.

  • NIL policy development for clubs
  • Amateur status compliance review
  • Academy agreement structuring
  • Player development contract review
  • US Soccer amateur regulation analysis
See what we handle

Why It Matters

Inside Knowledge of Both Continents

Most attorneys who advise on soccer franchise transactions have read the regulations. Alex Lubyansky has operated under them.

He served in an executive capacity at FC Santa Coloma through Gold Star FC's acquisition and operation of that club. FC Santa Coloma is Andorra's most successful club, with 13 UEFA Champions League appearances. He negotiated within the international transfer framework, not just reviewed agreements after the fact. He understands the MLS single-entity model from the M&A side, where transaction structure actually matters.

That combination, M&A background plus inside-the-room experience on both continents, does not exist at a general practice firm. It does not exist at most sports law boutiques. It exists here because of a specific career path that no marketing claim can replicate.

If the transaction is serious, the credential gap between generic counsel and this background is material.

Submit Transaction Details

We review every submission and respond within one business day. No exploratory conversations. Bring a defined scope.

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

Who Engages This Service

Sports franchise advisory is not for exploratory conversations. It is for investors with capital behind their due diligence.

If you are evaluating professional sports as an asset class across multiple leagues or geographies, rather than conducting due diligence on a specific franchise transaction, see our Professional Sports M&A service for broader cross-border investor advisory.

Franchise Buyers

Investors and operator groups pursuing MLS, USL, or NWSL franchise acquisitions. Engagement typically begins during the due diligence phase, when legal review of the franchise agreement, league rules, and transaction structure is the priority.

Requires: defined target, preliminary terms or LOI, identified capital.

Franchise Sellers

Existing franchise owners preparing for a sale, including transaction preparation, buyer-side legal review, and purchase agreement negotiation. Sell-side representation for a transaction that requires counsel with league-specific knowledge.

Requires: franchise ownership documentation, defined sale timeline, league standing.

Club Operators with International Transfers

USL and MLS clubs managing international player transfers and needing a compliance framework for FIFA's solidarity and training compensation mechanisms. Applicable to clubs with academies and international player development pipelines.

Requires: existing club affiliation, international transfer activity or intent.

NWSL Expansion Bidders

Investor groups preparing NWSL expansion bids or acquiring existing franchise interests. The NWSL expansion process requires legal review of bid requirements, ownership structure, and the league's current governance framework before capital is committed.

Requires: serious capital, investor group formation, defined market.

How Engagement Works

1

Submit Transaction Details

Tell us about the transaction. League, target franchise or asset, stage of process, and what legal analysis you need. We do not take exploratory calls. If you are doing serious due diligence, we want to hear from you.

2

Paid Strategic Assessment

Engagements begin with a paid strategic assessment. We scope the transaction, identify the legal issues, and determine whether this is the right engagement for both sides. We do not diagnose for free.

3

Defined Engagement Scope

Counsel is structured around the specific transaction and legal requirements. MLS acquisitions require different legal analysis than USL franchise reviews or NWSL expansion bids. Scope is defined before work begins.

4

Alex Lubyansky on Your Transaction

The managing partner is engaged on every matter. Sports franchise advisory at this level requires senior counsel, not delegation to associates who will work from the same regulations you have already read.

Sports Franchise Advisory: Questions and Answers

Find answers to common questions about our M&A legal services

What does an MLS franchise buyer actually own?
This is the first question serious investors ask, and most advisors answer it incorrectly. MLS operates as a single entity: the league owns the player contracts, not the clubs. When you acquire an MLS franchise, you are acquiring a participation right in that single-entity structure, not the legal owner of the roster. What you own is the operating right, the brand, the stadium relationship, and the commercial infrastructure. Understanding what transfers and what does not is the starting point of any MLS transaction. We structure buy-side and sell-side engagements around this reality.
How do USL franchise agreements differ from MLS?
USL operates as a more traditional franchise model, which creates both more flexibility and more exposure for buyers. You own the franchise rights, not a participation share in a league entity. That means the franchise agreement itself is the governing document, and its territorial provisions, fee structures, revenue-sharing obligations, and renewal terms require detailed review. Many buyers focus on purchase price and miss the ongoing obligations embedded in the franchise agreement that can materially affect the economics of ownership.
Why is NWSL the most interesting investment opportunity in American soccer right now?
The NWSL has secured national media deals with CBS, Prime Video, and Gotham FC sold at a valuation that would have been considered impossible five years ago. The league is expanding. Franchise fees are rising. The investor profile is shifting from passion buyers to institutional capital. The legal structures surrounding NWSL ownership are still being written, which creates both opportunity and risk. Understanding the current ownership framework, the CBA terms, and the media rights architecture is essential before entering this market.
What do American owners misunderstand about FIFA transfer fees?
Most American buyers of soccer clubs do not fully understand solidarity payments or training compensation under the FIFA Regulations on the Status and Transfer of Players (RSTP). When a club develops a player who later transfers internationally, the developing club is entitled to training compensation. When an international transfer happens, clubs that trained the player during ages 12 through 23 receive solidarity payments. These are not optional. They are regulatory obligations. American owners who acquire clubs without understanding these mechanisms either leave money on the table or face compliance exposure on transfers they did not anticipate.
What is territorial exclusivity in USL and what are buyers typically missing?
USL franchise agreements contain territorial exclusivity provisions that define the geographic area in which a franchisee has exclusive rights to operate. What buyers often miss is that these provisions have exceptions, limitations, and conditions that vary significantly between agreements. A territorial right that looks clean in the headline may contain carve-outs for future league expansion, academy operations, or overlapping markets. We review these provisions at the contract level, not the summary level.
What credentials does Alex Lubyansky bring to sports franchise advisory?
Alex Lubyansky is the managing partner at Acquisition Stars and has operated inside professional soccer at the club level. He served in an executive capacity at FC Santa Coloma through Gold Star FC's acquisition and operation of that club. FC Santa Coloma competes in Andorra and has 13 UEFA Champions League appearances. That experience, running an operation inside a FIFA-affiliated European club while managing international transfer obligations, is the foundation of this practice. He brings M&A transaction discipline to a market that often operates on relationships and informal processes. The combination of inside knowledge of both FIFA law and M&A structure is what makes sophisticated due diligence on soccer franchise transactions possible.
How is sports franchise advisory priced?
We do not structure sports franchise advisory on fixed fees. Transaction complexity, league regulatory requirements, and deal scope vary significantly across MLS, USL, NWSL, and international structures. Engagements begin with a paid strategic assessment. From there, counsel is structured based on the scope of the transaction. If you are doing serious due diligence on a franchise acquisition, submit your transaction details and we will respond within one business day.

Need guidance specific to your transaction?

Request Engagement Assessment

From Someone Who Has Been Inside the Room on Both Continents

MLS. USL. NWSL. FIFA compliance. Transfer structure. Territorial rights.

Serious due diligence on a soccer franchise acquisition requires counsel with specific credentials. That combination exists here.

Request Engagement Assessment Call: (248) 266-2790