Houston Mergers & Acquisitions Lawyers

Experienced M&A Lawyers Providing Legal Counsel for Business Mergers and Acquisitions in Houston and Throughout Texas

At Hendershot Cowart P.C., our mergers and acquisitions (M&A) attorneys have guided Texas companies through complex transactions for nearly 40 years – completing mergers and acquisitions, structuring joint ventures, and closing deals that hold up long after signing. We draw on deep experience in both business law and healthcare law, and because our attorneys also handle M&A litigation, we've seen firsthand which deal terms turn into post-closing disputes – knowledge we build into every agreement we draft.

On This Page:

• Who We Serve
• Our M&A Legal Services
• The Types of M&A Transactions We Handle
• Buy-Side and Sell-Side M&A Counsel in Houston
• Healthcare M&A Attorneys for Medical and Dental Practices
• Performing Due Diligence
• A Note About Non-Disclosure Agreements
• We Draft, Review, and Negotiate Purchase Agreements
• Frequently Asked Questions
• Speak With a Texas Mergers & Acquisitions Lawyer Today

Looking for an M&A lawyer near you? Talk to an experienced Houston M&A attorney before you sign a letter of intent or purchase agreement. Call (713) 783-3110 or contact us online. Our M&A attorneys serve clients across Texas.

• Middle-market M&A transactions
• Boutique M&A deals under $10 million
• Large corporate mergers
• Startup acquisitions

Not every deal is a merger or acquisition. If you're forming a new entity, buying out a partner, or negotiating a broader business transaction, see our Business Transactions overview for the full range of services.

Our mergers and acquisitions legal services are tailored to the unique needs and goals of clients and include assistance with a range of concerns and issues:

• Letters of intent (LOI)
• Business purchase agreements
• M&A legal services
• Governance
• Tax considerations, including counsel on tax-free corporate reorganizations
• Regulatory compliance
• Buy-sell agreements
• Employment agreements
• Non-compete agreement reviews
• Indemnification agreements
• Partnership agreements and shareholder agreements
• Trade secret protection
• Outstanding liabilities and litigation
• Disclosure schedules
• Closing transaction documents
• Confidentiality agreement violations

Our business acquisition lawyers handle all types of mergers and acquisitions. We understand the legal, market, and contractual complexities specific to your company and industry – whether you're pursuing expansion, operational efficiency, diversification, or other strategic objectives.

Transaction types we handle include:

• Asset and equity sales
• Corporate restructuring
• Buyout
• Divestitures
• Consolidation
• Tender offer
• Business formation
• Partnership dissolution

A buyer and a seller sign the same purchase agreement, but they want opposite things from it. The buyer wants to know what's hidden. The seller wants the price to stay the price after closing. We represent either side, and we start by asking what a win looks like for you.

If You're Buying a Business

Whether the deal is small or large, the risk is what you don't know. Our M&A attorneys work to surface it before you sign.

• Letter of intent. We negotiate the key terms – price, structure, and exclusivity – before the deal takes a shape that's hard to change.
• Due diligence. We review the target's contracts, liabilities, compliance history, and litigation against a checklist customized to your transaction. Learn more about our M&A due diligence process.
• Purchase agreement. We draft and negotiate the representations and warranties, indemnification provisions, and closing conditions that decide who pays if a problem surfaces after closing. See our guide to business purchase agreements.
• Closing. We review the disclosure schedules and closing documents so nothing you were promised is missing when ownership transfers.

If You're Selling a Business

Your risk is a deal that falls apart late, or one that closes and comes back as a legal claim. A seller focused on top dollar needs a different deal than one focused on protecting employees or staying on for a few years. We build the deal around your answer.

• Buyer requests. Buyers send a heavy volume of document requests. We help you organize what you produce and protect privileged and confidential information.
• Confidentiality. Before you share company information, a clear non-disclosure agreement protects you if the deal falls through.
• Terms that follow you after closing. Earnouts, working capital adjustments, and indemnification limits decide how much of the price you keep. Our M&A litigation team handles disputes over these terms, so we negotiate them knowing how to avoid the pitfalls and risk areas from the start. 
• Deal structure. Whether you sell assets or equity affects what you keep and what you stay responsible for.

Buying or selling a Texas business? Don't sign until you know what you're agreeing to. Call (713) 783-3110 or contact us online before your deadline.

Buying or selling a medical or dental practice is not the same as selling any other business. Texas limits who can own a practice and who can control clinical decisions, and a deal that looks fine on paper can still run afoul of those limits.

At Hendershot Cowart P.C., we have business and healthcare law under one roof. In fact, nearly four in 10 of our new matters are related to the healthcare industry. When a physician or dentist buys, sells, or restructures a practice, our Houston healthcare M&A attorneys make sure the deal works on the business side and the regulatory side.

Who Can Own the Practice

• Ownership. In Texas, a practice organized as a professional entity – a professional association, professional corporation, or professional limited liability company – generally must be owned by licensed professionals. A corporation or private equity firm cannot simply buy the practice itself.
• Control of clinical decisions. The corporate practice of medicine doctrine (a Texas rule that keeps non-physicians from controlling a physician's medical judgment) shapes how these deals are built. Learn more about the corporate practice of medicine doctrine in Texas.
• The MSO structure. Buyers often use a management services organization (MSO) to take over the business side – billing, staffing, facilities, and technology – while a physician-owned entity keeps clinical control. The structure has to work in practice, not just on paper. Regulators and courts look at who actually controls medical decisions, fees, and billing. See our page on management services agreements and MSOs. Dental deals raise the same questions, including for dental support organizations.

Extra Diligence in Healthcare Deals

Beyond standard due diligence, we also review:

• Referral and billing compliance with state and federal physician self-referral laws (including Stark Law), the Anti-Kickback Statute, the federal False Claims Act, and HIPAA.
• Enrollment and licensing. Medicare and Medicaid enrollment and billing history, DEA registrations, and the license status of every practitioner.
• Joint ventures. Ownership stakes or participation in arrangements where providers share in the financial results, such as a diagnostic center or ambulatory surgery center. These can raise referral concerns, so we review them early.

Non-Competes and Employment Agreements

Non-compete terms often decide whether a selling physician or dentist stays on after closing. Texas sets specific requirements for physician and dental non-competes, including a one-year limit, a five-mile radius, and a capped buyout. Those terms have to be built into the employment agreements that accompany the sale. See our page on physician employment agreements.

Mergers, acquisitions, and other high-value business deals call for rigorous due diligence upfront. That complex work is best performed under the guidance of a business mergers and acquisitions attorney. Our M&A law firm initiates the inspection period with a 100-point due diligence checklist and then customizes it to each client's unique transaction.

Learn more about our M&A due diligence process.

The business you are buying will not want to turn over company information and trade secrets without protection in case the deal falls through. As such, the seller may ask you to sign a non-disclosure agreement (NDA) or confidentiality agreement. Disclosing confidential information is an integral part of buying a business, so it is in everyone's best interests to agree to a detailed NDA.

Whether or not the deal works out, the NDA will protect both parties from litigation so long as it is clear and enforceable. An experienced business lawyer can draft an NDA that works for everyone involved.

If you do not have a mergers and acquisitions lawyer to help you draft the terms of the sale, you should at least have an M&A attorney review the agreement before you sign it. 

Why Have an Attorney Review Your Business Purchase Agreement? 

From real estate to assets, intellectual property, indemnity, trademarks, and outstanding liabilities and litigation, you need to define in the contract who is responsible in each area and exactly when and how the responsibility shifts from the seller to you as the buyer.

The purchase and sale agreement should be accompanied by various documents such as deeds, an inventory of personal property, a list of liabilities, a copy of the office lease, copies of employee agreements, and more.

Learn more about business purchase agreements, including must-have provisions. 

What does a mergers and acquisitions lawyer do?

An M&A lawyer represents the buyer or the seller from the first conversation through closing. That includes helping choose the deal structure, negotiating the letter of intent, running or responding to due diligence, drafting and negotiating the purchase agreement, and handling the closing documents. If a deal leads to a dispute after closing, our M&A litigation team can handle it.

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

A letter of intent (LOI), sometimes called a term sheet, is a preliminary document that summarizes the main terms of a proposed deal, such as price, structure, and timing. It helps both sides find deal-breakers before either spends heavily on due diligence and legal fees.

Most of an LOI is non-binding. But it often includes binding provisions, such as exclusivity (a period when the seller can't negotiate with other buyers), confidentiality, and how expenses are split.

Is a letter of intent legally binding in Texas?

It depends on what the document says and what the parties intended. Texas courts look at the wording of the letter and the intent behind it. An LOI can be binding even if it mentions a more formal agreement to come, while clear "non-binding" language generally keeps the business terms from being enforced.

Even a non-binding LOI usually carries binding provisions. Have an attorney review the LOI before you sign it, so the binding and non-binding parts are what you intend.

How long does an M&A deal take?

A private deal can close in as little as 30 days or take many months. What drives the timeline:

• Due diligence. The scope of the review and the condition of the seller's records. Read more about how long due diligence takes.
• Financing. If the buyer needs a loan or outside investors, closing depends on that financing closing at the same time.
• Consents and approvals. Landlords, lenders, key customers, and industry regulators may all need to sign off.
• Structure and terms. Simple deals move faster. A competitive sale process, findings that force a renegotiation, and disputes over terms add time.

Deals move faster when the seller's records are organized, the buyer's financing is lined up, few consents are needed, and both sides are motivated.

Do I need a lawyer to buy or sell a business, and when should I hire one?

Yes, and the earlier the better – ideally before you sign a letter of intent or any other preliminary agreement. 

• Buyers should bring in counsel before they submit or sign an LOI. 
• Sellers should build their team, including a lawyer, accountant, and financial advisor, as they start preparing the business for sale.

Waiting until the letter of intent is signed and the purchase agreement is drafted can leave you bound by terms you didn't mean to accept. 

Is buying or selling a medical or dental practice different?

Yes. Texas limits who can own a medical or dental practice and who can control clinical decisions, and healthcare deals need added regulatory review. See our section on healthcare M&A for medical and dental practices above.

How much does an M&A lawyer cost?

The cost depends on the size and complexity of the deal. Before you engage our services, we will explain the process in plain English and lay out our fee arrangement up front. Read more about our fees and how we charge.

Hendershot Cowart P.C. has structured mergers and acquisitions for Texas businesses and medical practices since 1987 – and when a deal creates a dispute after closing, our M&A litigation team handles it, not an outside referral. That means the attorneys drafting your agreement have also litigated earnout disputes, working capital adjustments, and breach of representation claims, so they know exactly which terms cause problems later.

We provide legal counsel for the full range of merger and acquisition transactions throughout Texas, from letter of intent through closing.

Have a deal on the table? Call (713) 783-3110 or contact us online. We'll explain the process and lay out our fee arrangement up front.