Buying or selling a business represents one of the most consequential transactions in a company’s history. A poorly structured deal can result in unexpected liabilities, tax consequences, employee departures, or regulatory problems that undermine the entire purpose of the transaction. Texas has become a major hub for M&A activity, with Dallas, Houston, and Austin hosting thousands of transactions annually across industries including energy, technology, healthcare, and manufacturing.
What M&A Attorneys Handle
Due Diligence
Before closing any acquisition, buyers need thorough review of the target company’s contracts, intellectual property, employment arrangements, regulatory compliance, litigation exposure, and financial condition. M&A attorneys coordinate this investigation, identify risks, and advise on deal structure modifications or price adjustments based on findings. In Texas, due diligence often uncovers industry-specific issues: environmental liabilities in energy deals, certificate of need requirements in healthcare transactions, or franchise disclosure obligations in retail acquisitions.
Deal Structure and Documentation
M&A transactions take many forms: stock purchases, asset acquisitions, mergers, joint ventures, and recapitalizations. Each structure carries different tax implications, liability exposure, and regulatory requirements. Texas has no state income tax, which influences deal structuring for both buyers and sellers. Attorneys draft and negotiate the purchase agreement, disclosure schedules, ancillary documents, and closing certificates that govern the transaction. Key documents include representations and warranties, indemnification provisions, non-compete agreements, and escrow arrangements.
Regulatory Compliance
Larger transactions may require Hart-Scott-Rodino antitrust filings with the Federal Trade Commission and Department of Justice. Industry-specific deals may need approvals from state regulators, banking agencies, or sector-specific bodies. Texas-regulated industries including insurance, banking, healthcare, and energy often require state agency notifications or approvals. International transactions add another layer of regulatory complexity. M&A attorneys navigate these requirements and coordinate with regulatory counsel.
Post-Closing Integration
The transaction does not end at closing. Attorneys assist with post-closing purchase price adjustments, earnout calculations, escrow releases, and indemnification claims. Employment transitions, contract novations, and regulatory filings continue after the deal closes. Many disputes arise during this period, making careful documentation and clear procedures essential.
How to Choose an M&A Attorney
Selecting transaction counsel requires evaluating:
Deal Experience: Ask about the attorney’s experience with transactions similar in size, structure, and industry to yours. A lawyer who handles $500 million public company mergers may not be the right fit for a $5 million private company sale.
Industry Knowledge: Attorneys familiar with your industry understand common deal terms, regulatory issues, and market practices.
Team Depth: M&A transactions require multiple lawyers working simultaneously on different workstreams. Ensure the firm can staff your deal appropriately.
Integration with Other Practice Areas: Deals often require tax, employment, IP, and regulatory expertise. Firms with integrated practices can handle these issues internally.
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 legal fees vary significantly based on deal complexity. Simple transactions under $5 million might cost $15,000 to $50,000. Middle-market deals ($5 million to $100 million) typically run $75,000 to $250,000 or more. Complex transactions can exceed $500,000 in legal fees on each side. Many firms offer flat or capped fee arrangements for certain transaction types. Hourly rates for M&A partners at major firms range from $500 to $1,000 or more.
Frequently Asked Questions
How long does a typical M&A transaction take?
Simple transactions can close in 30 to 60 days. Most middle-market deals take 60 to 120 days from letter of intent to closing. Complex transactions involving regulatory approvals, significant due diligence, or complicated financing can take six months or longer. Texas deals involving regulated industries may require additional time for state agency review.
What is the difference between a stock purchase and an asset purchase?
In a stock purchase, the buyer acquires the seller’s ownership interests (stock or membership units), taking the company with all its assets, liabilities, contracts, and history. In an asset purchase, the buyer selects specific assets and assumes specific liabilities, leaving the seller’s entity intact. Asset purchases offer more flexibility but may require third-party consents for contract transfers. Tax treatment differs significantly between structures, with asset purchases generally favoring buyers and stock purchases often favoring sellers.
Do I need an attorney if I am selling to a buyer who already has their own lawyers?
Absolutely. The buyer’s attorneys represent the buyer’s interests, not yours. You need independent counsel to review the purchase agreement, negotiate terms favorable to you, ensure proper disclosure protections, and address tax structuring. The cost of counsel is a small fraction of deal value and protects against costly mistakes.
What are representations and warranties insurance?
Representations and warranties insurance (RWI) has become common in middle-market and larger transactions. This insurance covers losses arising from breaches of the seller’s representations in the purchase agreement. RWI allows sellers to limit their indemnification exposure while giving buyers protection for unknown liabilities. Premiums typically run 2% to 4% of coverage limits, and policies are increasingly available for Texas transactions across industries.
Last Updated: January 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. Fee estimates are approximations only and actual costs may vary significantly. 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.