Buying, selling, or combining businesses can create significant opportunities for growth, but the deal structure can affect liabilities, ownership, taxes, contracts, and obligations long after closing.

San Miguel Attorneys P.C. represents buyers, sellers, investors, and businesses throughout the Greater Houston area in mergers and acquisitions (M&A). With attorneys licensed in both the United States and Mexico, we also advise clients on cross-border transactions involving businesses and assets in both countries.

A successful transaction requires more than preparing a purchase agreement. Decisions made early in the process can determine which assets and liabilities change hands, how risk is allocated between the parties, and what obligations continue after the deal closes.

San Miguel Attorneys works with clients throughout the transaction, including:

  • Deal structure and planning
  • Letters of intent and term sheets
  • Due diligence
  • Purchase and sale agreements
  • Contract negotiations
  • Closing and post-closing matters
  • Cross-border transactions

We approach M&A from a business perspective, helping clients identify potential issues while keeping the transaction’s broader goals in focus. Connect with us today.

Buying a Business in Texas

Before acquiring a business, a buyer needs a clear picture of what is being purchased and what risks it may entail.

Due diligence can uncover issues involving debt, existing contracts, litigation, employees, leases, intellectual property, regulatory compliance, and other obligations. Identifying these concerns before closing gives buyers an opportunity to address them through the transaction structure, purchase price, representations and warranties, indemnification provisions, or other terms.

Legal counsel can also help buyers determine whether the transaction should be structured as an asset purchase or an acquisition of ownership interests in the company.

Selling a Business in Texas

For sellers, an M&A transaction involves protecting the value they have built while defining their responsibilities after the sale.

The transaction documents may address the purchase price and payment terms, representations about the business, indemnification obligations, restrictive covenants, transition responsibilities, and conditions that must be satisfied before closing.

Careful preparation can also help identify issues that might delay a transaction once due diligence begins. Addressing corporate records, contracts, ownership questions, and other potential concerns early can put sellers in a stronger position during negotiations.

Asset Purchase vs. Equity Purchase: What’s the Difference?

In an asset purchase, the buyer generally acquires specified business assets and assumes liabilities identified in the agreement. The transaction might include equipment, inventory, contracts, intellectual property, real estate, or other business assets.

In an equity purchase, the buyer acquires ownership interests in the company itself. The business continues to own its assets and remains responsible for its obligations, subject to the terms of the transaction.

The choice can affect liability exposure, contracts, licenses, employees, taxes, and other aspects of the deal. Buyers and sellers should evaluate the structure with their legal and tax advisors before committing to a transaction.

What Does M&A Due Diligence Include?

Due diligence allows a buyer to investigate the business before completing the acquisition. The scope depends on the company and transaction, but the review may include:

  • Corporate and ownership records
  • Material contracts and financing agreements
  • Pending or threatened litigation
  • Commercial real estate and leases
  • Employment agreements and obligations
  • Intellectual property
  • Licenses and regulatory matters

Due diligence may reveal issues that affect the purchase price, transaction structure, closing conditions, or even the buyer’s decision to proceed.

Cross-Border Mergers and Acquisitions Between Texas and Mexico

A transaction involving businesses, owners, or assets in both the United States and Mexico adds another layer to the deal. Different legal systems can affect corporate structures, contracts, due diligence, regulatory requirements, and closing procedures.

San Miguel Attorneys has attorneys licensed in both countries and a bilingual, bicultural team. We advise Mexican companies acquiring or investing in Texas businesses, as well as Texas companies pursuing acquisitions and opportunities in Mexico.

Our cross-border capabilities allow clients to approach the transaction with a coordinated legal strategy that accounts for the business realities on both sides of the border.

Discuss Your Transaction With a Houston M&A Attorney

The terms negotiated today can shape the value and risk of an acquisition long after the transaction closes. San Miguel Attorneys helps buyers and sellers structure deals, identify potential concerns, negotiate agreements, and work toward a successful closing.

Contact our team to discuss a merger, acquisition, or business sale in Greater Houston or a cross-border transaction involving Texas and Mexico. Hablamos tu idioma.

Frequently Asked Questions

How long does it take to buy or sell a business in Texas?

The timeline varies depending on the size and complexity of the transaction, financing, due diligence, negotiations, regulatory requirements, and issues discovered during the process. Some straightforward transactions may close relatively quickly, while more complex acquisitions can take several months or longer.

Do I need an attorney to buy a business in Texas?

An attorney is not required for every business acquisition, but legal counsel can help evaluate the transaction structure, conduct due diligence, identify potential liabilities, negotiate the purchase agreement, and address issues that could affect the buyer after closing.

What is a letter of intent in an M&A transaction?

A letter of intent, or LOI, outlines key proposed terms before the parties negotiate definitive transaction documents. It may address the purchase price, deal structure, due diligence period, exclusivity, confidentiality, and anticipated closing process. Some provisions may be binding even when most of the LOI is not, so legal review before signing is important.

What happens to a company’s liabilities when the business is sold?

That depends in part on how the transaction is structured. In an equity purchase, the company generally retains its existing liabilities because the buyer acquires ownership of the company itself. In an asset purchase, the agreement typically identifies which liabilities the buyer will assume, although certain obligations may still transfer or create exposure under applicable law. Due diligence and careful drafting are important for both buyers and sellers.