Dallas Mergers and Acquisitions Attorney
The Dallas business acquisition lawyers at Roquemore Skierski PLLC partner without clients to guide privately held companies, emerging enterprises, and owner-operated businesses through purchases, sales, and mergers across Texas. They also litigate those deals when they have gone wrong. The sale or purchase of a business is often among the largest transactions its owner will sign, and the price is only one of a multitude of terms among dozens that determine whether the deal delivers what the parties expect: how the transaction is structured, which liabilities transfer, what the seller warrants, what survives closing, and what happens when a representation turns out to be false.
Because the same attorneys both negotiate deals and litigate deals that have not performed as expected, Roquemore Skierski PLLC’s attorneys draft and negotiate agreements with those failure points in mind.
What a Business Acquisition Lawyer Structures: Asset Deals and Equity Deals
Most private-company transactions in Texas take one of two forms. In an asset purchase, the buyer acquires selected assets and assumes only the liabilities it agrees to take on; in an equity purchase, the buyer acquires the ownership of the entity and, with it, the company’s obligations – both known and unknown. Mergers are accomplished through the Texas Business Organizations Code. See Tex. Bus. Orgs. Code ch. 10.
Structure drives everything downstream: tax treatment; consent requirements from landlords, lenders, and key customers; employee transitions; and exposure to the seller’s existing liabilities. The right structure for a transaction depends on the company’s contracts, its industry, and the parties’ risk tolerance, which is why the analysis belongs at the front of the transaction rather than at the closing table.
Due Diligence Informed by Business Litigation Experience
Due diligence is where problems are often found or missed. The business acquisition attorneys at Roquemore Skierski PLLC review corporate records and capitalization; material contracts and their assignment or change-of-control provisions; real estate and leases; pending or threatened litigation; employment and non-compete obligations; and the financial representations underpinning the price. A diligence process run by attorneys who litigate breach of contract, business fraud, and post-closing disputes looks for the specific failure points that generate those cases: undisclosed liabilities, overstated revenue, customer concentration, and warranty language too vague to enforce.
The Purchase Agreement and Closing When You Sell a Business
The purchase agreement allocates risk between buyer and seller through representations and warranties; indemnification terms, baskets, and caps; escrow and holdback arrangements; earnout provisions where price depends on future performance; and restrictive covenants that protect the goodwill being purchased. Each of these terms is a future dispute either prevented or invited. Earnouts in particular generate post-closing litigation when the measurement standards are imprecise, and a covenant not to compete tied to the sale of a business is analyzed under Tex. Bus. & Com. Code §§ 15.50–15.52, which differs in application from ordinary employment covenants.
Roquemore Skierski PLLC negotiates and drafts these terms with the precision that enforcement requires, then manages the closing mechanics: consents, releases, lien payoffs, entity filings, and funds flow.
When a Business Sale or Acquisition Becomes a Dispute
Not every transaction closes cleanly, and not every closed transaction stays quiet. Roquemore Skierski PLLC represents buyers and sellers in disputes over failed closings, breached representations and warranties, earnout calculations, fraudulent inducement in the sale of a business, and indemnification demands. Because business litigation is our primary practice, a client whose transaction turns contentious is already represented by counsel prepared to try the case in Texas district court or federal court, or to resolve it through negotiation or arbitration when that better serves the client.
This is the practical advantage of engaging a business sale attorney who litigates: the documents are drafted by people who know the pitfalls and how to avoid them, minimizing the chance that the client will ever have to fix an ill-structured transaction.
Why Business Owners in North Texas Choose Roquemore Skierski PLLC
The business acquisition attorneys at Roquemore Skierski PLLC draw on decades of Texas practice in Dallas, Collin, Denton, and Tarrant Counties. Roquemore Skierski PLLC serves buyers and sellers across retail, technology, transportation and logistics, professional services, medical practices, manufacturing, and hospitality; it pairs transactional real estate capability with negotiation and drafting when a transaction spans land acquisition, development, or commercial leases.
Counsel for the Transaction and Whatever Follows It
Whether you are acquiring a competitor, selling a company, or negotiating a merger, the terms signed at closing govern the parties’ rights for years afterward. The Dallas business acquisition attorneys at Roquemore Skierski PLLC bring decades of Texas practice, courtroom experience, and practical business judgment to purchases and sales for privately held companies across North Texas. To discuss a contemplated purchase or sale of a business, contact Roquemore Skierski PLLC to arrange a consultation.
How our team resolves business disputes, from start to finish.
We review the governing documents, build a factual timeline, gather key evidence, confirm deadlines, and align the legal approach with the client's business objectives.
We send a strategic demand letter identifying the dispute, proposing solutions, and setting a deadline. When assets or trade secrets are at risk, we seek immediate court relief to prevent further harm.
We pursue negotiation or mediation where productive, while continuing to preserve evidence and develop the case so leverage remains intact if settlement efforts do not succeed.
If a resolution is not reached, we file suit, use focused motions and discovery to narrow the dispute, present the case at trial, and enforce any favorable judgment.
A physician sold his practice and the underlying LLC through a promissory note. After the buyer defaulted, we enforced the firm’s contractual rights and recovered amounts due, plus damages.
Represented an owner-operator on the sale of a Mesquite hospice operation to a national acquirer. We coordinated due diligence and structured terms to preserve patient continuity and retain staff.
More Dallas practice areas.
The legal risk in a transaction does not scale down with its price. A small business acquisition lawyer earns their fee in the liabilities the buyer avoids assuming and the enforceable protections the seller receives. Smaller deals often include cutting corners and are often where template documents cause the most damage.
Timelines depend on due diligence scope and findings, third-party consents, and financing. Straightforward asset deals can close in weeks; transactions involving real estate, regulatory approvals, or lender consents generally take longer to competently close. Roquemore Skierski PLLC cooperates with clients to project the timeline at the outset to enable all parties to plan properly.
Neither option is categorically better. Buyers often prefer asset deals for liability control; sellers often prefer equity deals for simplicity and tax reasons. The right answer for any given business comes from due diligence, tax analysis, the size, scope, industry, and unique characteristics of the business being transferred, and the parties’ negotiating leverage.