Mergers and Acquisitions Attorneys in Texas

Buying or selling a business is one of the most consequential transactions a company makes. A poorly structured deal can leave the buyer with unexpected liabilities or tax costs, or leave the seller exposed to indemnity claims long after closing. Dallas, Houston, and Austin are active deal markets across energy, technology, health care, and manufacturing, and Texas deals carry some state-specific issues that should be handled early.

Two Texas tax points matter in almost every deal. Texas has no personal income tax, but most entities owe the state franchise (margin) tax; for report years 2026 and 2027, the no-tax-due threshold is $2,650,000 in revenue and the rate is 0.75 percent, or 0.375 percent for retail and wholesale businesses, according to the Comptroller. And when a person liable for Texas taxes sells the business or its stock of goods, or quits the business, the purchaser must withhold enough of the purchase price to cover the unpaid taxes until the seller provides a Comptroller receipt or a certificate that no tax is due, or the purchaser becomes liable for the amount up to the purchase price (Tax Code § 111.020). In a stock or membership interest purchase, the target company keeps its own tax liabilities, so the buyer’s protection comes from due diligence, tax representations, and indemnities rather than from this withholding rule. See also the guides to business formation attorneys in Texas, tax law attorneys in Texas, and intellectual property attorneys in Texas.

What M&A Attorneys Handle

Due Diligence

Buyers review the target’s contracts, intellectual property, employees and benefits, regulatory compliance, litigation, tax, and financial condition. Attorneys run the review, flag risks, and recommend price or structure changes. Texas deals often raise industry-specific issues, such as environmental liabilities in energy deals, licensing and change-of-ownership approvals in health care transactions, and franchise agreement consents in retail acquisitions.

Deal Structure and Documentation

Deals can be stock or membership interest purchases, asset purchases, mergers, joint ventures, or recapitalizations, and each has different tax, liability, and consent consequences. Attorneys draft and negotiate the letter of intent, purchase agreement, disclosure schedules, and ancillary documents, including representations and warranties, indemnification, escrows, earnouts, and restrictive covenants. State tax exposure should be addressed in the purchase agreement: § 111.020 withholding when the asset deal is a sale of the business or its stock of goods, and tax representations, indemnities, or escrows in a stock or membership interest purchase. Not every isolated asset transfer is a sale of the business.

Regulatory Approvals

Larger transactions may require a premerger notification under the Hart-Scott-Rodino (HSR) Act, filed with the Federal Trade Commission and the Department of Justice when the deal exceeds thresholds that are adjusted each year. After a federal court vacated the FTC’s expanded HSR form and the Fifth Circuit declined to stay that ruling on March 19, 2026, filers reverted to the pre-2025 form while the FTC appeals. Deals in regulated industries, such as insurance, banking, health care, and energy, may also need state agency approvals or notices.

Post-Closing

Closing is not the end. Attorneys handle purchase price adjustments, earnout calculations, escrow releases, and indemnification claims, which are where many M&A disputes arise.

How to Choose an M&A Attorney

Comparable deals. Ask about transactions similar to yours in size, structure, and industry. A lawyer focused on large public company mergers may not fit a small private company sale, and the reverse.

Industry knowledge. Counsel who knows your industry understands market terms and regulatory issues.

Team depth. Deals run several workstreams at once. Make sure the firm can staff the deal.

Related practices. Tax, employment, IP, real estate, and regulatory issues come up in most deals. Ask how the firm covers them.

Texas Mergers & Acquisitions Law Firms

Kane Russell Coleman Logan PC

Location: Dallas, Texas (with Houston office)

Website: https://www.krcl.com

Phone: 214-777-4200

Kane Russell Coleman Logan handles M&A transactions across industries for clients ranging from middle-market companies to large multinational corporations. Their transactional attorneys represent buyers, sellers, and investors in stock purchases, asset acquisitions, mergers, recapitalizations, and joint ventures. The firm emphasizes efficiency through attorneys experienced in multiple disciplines who can address tax, employment, and regulatory issues within the deal team.

Practice Focus:

• Mergers and acquisitions
• Private equity transactions
• Recapitalizations and reorganizations
• Joint ventures

Haynes and Boone, LLP

Location: Houston, Texas (with offices statewide)

Website: https://www.haynesboone.com

Phone: 713-547-2000

Haynes and Boone’s M&A practice represents financial sponsors including private equity funds, public companies, closely held businesses, founders, and family enterprises. The firm is particularly strong in middle-market deals and has been recognized by Chambers USA for Corporate/M&A work in Texas and Colorado. Their lawyers handle acquisitions, divestitures, joint ventures, debt and equity financings, restructurings, and other corporate matters.

Practice Focus:

• Middle-market M&A
• Private equity transactions
• Technology M&A
• Cross-border deals

Bell Nunnally & Martin LLP

Location: Dallas, Texas

Website: https://www.bellnunnally.com

Phone: 214-740-1400

Bell Nunnally’s M&A team represents buyers, sellers, and investors across a range of transaction sizes and industries. The firm has handled deals including leveraged buyouts, label acquisitions for manufacturers, healthcare company transactions, and chemical company sales to international buyers. Their attorneys assemble cross-functional teams to address tax, employment, banking, antitrust, environmental, immigration, real estate, and intellectual property issues within transactions.

Practice Focus:

• Acquisitions and divestitures
• Leveraged buyouts
• Strategic investments
• Joint ventures and alliances

Costs and Fees

M&A fees depend on deal size, structure, the amount of diligence, and how hard the terms are negotiated. Smaller deals are sometimes handled for a flat or capped fee; larger and middle-market deals are usually billed hourly. Ask for a budget by phase, from letter of intent through closing, and for how post-closing work will be billed.

Frequently Asked Questions

How long does a typical M&A transaction take?

It depends on the size of the deal, the diligence, financing, third-party consents, and any regulatory reviews. Small private deals can move quickly, while transactions that need HSR clearance or state regulatory approvals take longer.

What is the difference between a stock purchase and an asset purchase?

In a stock or membership interest purchase, the buyer acquires the entity with all its assets, liabilities, contracts, and history. In an asset purchase, the buyer chooses specific assets and liabilities, and the seller’s entity remains. Asset purchases give more flexibility but may require third-party consents to transfer contracts. Tax results differ significantly, and buyers and sellers often prefer different structures for tax reasons. If an asset deal is a sale of the business or its stock of goods by a seller liable for Texas taxes, Tax Code § 111.020 requires the buyer to withhold for the unpaid taxes unless the seller produces a Comptroller receipt or no-tax-due certificate, which the Comptroller says should be requested before closing; not every isolated asset transfer meets that test, so the facts need review; in a stock purchase, the target’s tax liabilities stay with the company and are handled through diligence and indemnities.

Do I need an attorney if I am selling to a buyer who already has lawyers?

Yes. The buyer’s lawyers represent the buyer. A seller needs independent counsel to negotiate the purchase agreement, limit indemnity exposure, prepare disclosure schedules, and address tax structuring. Legal fees are usually modest relative to deal value and the risks they help avoid.

What is representations and warranties insurance?

Representations and warranties insurance (RWI) covers losses from breaches of the seller’s representations in the purchase agreement. It is used to reduce the seller’s indemnity exposure and the size of escrows while giving the buyer a source of recovery. Pricing and coverage depend on the deal and the market at the time.

Sources

• Texas Tax Code: § 111.020, tax collection on termination of business
• Texas Comptroller: Publication 98-117, buying or selling a business and successor liability; franchise tax rates and thresholds
• Hunton Andrews Kurth: Fifth Circuit lifts stay on order vacating new HSR form (March 2026)

Disclaimer: This directory is provided for informational purposes only and does not constitute legal advice, endorsement, or recommendation of any attorney or law firm. Information about attorneys and law firms was compiled from publicly available sources and may not be current or accurate. We make no representations or warranties about the qualifications, experience, or quality of any attorney listed. Always verify attorney credentials with the State Bar of Texas, confirm current contact information, and conduct your own due diligence before hiring legal counsel. No attorney-client relationship is created by use of this directory.