Corporate & Transactional
Selling a Business in Texas: The Legal Steps in Order
by
Neema Amini • March 25, 2025 •
2 minute read
Selling a company runs in a sequence, and the expensive mistakes come from doing the steps out of
order — signing a letter of intent before anyone has looked at the cap table, or calling a lawyer after
exclusivity has started. This page is the sequence, with what we have written on each step.
Before anyone makes an offer
Getting the business ready to sell
The diligence items that reprice deals, organised by how long each one takes to fix. IP assignment from
contractors, worker classification, unresolved co-founder equity, customer contract assignability. Most
of them take nine to eighteen months and cannot be compressed once a deal is live — which is why this
is first rather than last.
Working out what it is worth, and who should buy it
Finding a buyer and valuing your business
Strategic buyers and financial buyers value the same company differently, and a headline multiple with
an earnout and an escrow behind it is a different offer from the same number in cash.
The letter of intent
The letter of intent as a business sale's operating system
The price is usually non-binding. Exclusivity is not. The most consequential negotiation in a sale
often happens in a document founders treat as a formality — and it costs almost nothing to negotiate
before signing.
The purchase agreement, and where the money actually moves
Working capital adjustments in M&A transactions
— the peg, the definition, and the true-up. The definition moves more money than the number does.
Indemnification caps, baskets, and survival periods
— the provision most likely to matter after closing and least likely to be read before it.
Structure
Type F reorganizations in an Up-C structure
— one common route, and a reminder that structure is a conversation with your CPA before it is a
conversation about price.
If a co-owner is part of the picture
A partner who wants out ahead of a sale — or one who will not agree to it — is a separate workstream
running in parallel, and it changes the timeline of the deal.
Redemption agreements in LLC and partnership exits
covers the transactional version, and
our Texas partner dispute practice covers the version where the
co-owner is not cooperating.
Where to start
If you are more than a year out, start with the readiness page. If there is a letter of intent in front
of you, start with the LOI piece — the exclusivity clock is already the constraint.
Sell-side counsel for Texas founders is what we do, and
the diligence readiness checklist is the printable version
of the first step.
Disclaimer. This publication is provided by Amini & Conant, LLP for educational and informational purposes only and is not intended and should not be construed as legal advice. Should the reader seek further analysis of the subject matter or answers to specific questions about the subject matter, please contact the author at neema@aminiconant.com. This publication is considered advertising under applicable state laws.