Asset & Stock Purchase Agreements

Protecting Your Business with Strategic Asset & Stock Purchase Agreements

Buying or selling a business is a major step. The contract behind that transaction shapes the entire deal. An asset or stock purchase agreement defines what is being transferred, how the parties will move forward, and what protections each side has along the way. An asset purchase agreement (APA) transfers some or all of a company’s assets. A stock purchase agreement (SPA) transfers ownership of the company itself through equity. Both options carry important legal, financial, and operational consequences. The right structure depends on your goals, the condition of the business, and the level of liability you are willing to take on.
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Why Asset & Stock Purchase Agreements Matter

A carefully drafted purchase agreement reduces uncertainty and gives both parties a clear path to follow.

Recent business-transaction data highlights the risks of vague or incomplete agreements:

  • More than 25% of deals that include working-capital adjustments experience a post-closing dispute
  • More than 35% of transactions that use earn-out provisions result in disagreements about targets or payouts
  • Many disputes occur because terms were unclear, incomplete, or inconsistent with real-world business operations

A well-structured agreement reduces confusion, increases transparency, and sets expectations before money changes hands.

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Risks Without Legal Guidance

Relying on generic templates or AI-generated contracts creates gaps that can expose both buyers and sellers to problems. Common issues include:

  • Missing key terms that determine price, timing, or closing requirements — AI-drafted buy/sell agreements may not contain all necessary terms and conditions and thus may not be enforceable
  • Clauses that cannot be enforced under Texas law — a single illegal provision can render an entire contract unenforceable in some situations
  • Liability that unexpectedly shifts to the buyer
  • Ambiguous contract language that leads to costly disputes — AI-generated contracts can miss crucial protections and use language that introduces ambiguity or conflicts between provisions
  • Earn-out or adjustment formulas that produce outcomes neither party intended — earn-outs must be documented precisely and in detail to avoid disputes or unintended consequences

Many problems arise long after closing, causing delays, additional expenses, and strained business relationships.

About B&T Attorneys

Your Asset & Stock Purchase Agreement Attorneys

  • 32+ Years of Experience: Gil Melman has overseen mergers, acquisitions, financings, and complex shareholder agreements at top international firms and as Chief Legal Officer for two publicly traded companies.
  • Big-Firm Sophistication, Small-Business Focus: We bring the rigor of high-value corporate transactions to Houston entrepreneurs, startups, and family-owned businesses.
  • One-Stop General Counsel Approach: As a business purchase agreement attorney Houston companies trust, our team serves as your single point of contact for a wide range of transactional and compliance needs.
  • Practical, Cost-Effective Advice: We focus on solutions that work in the real world, delivered efficiently, and with an eye on your bottom line.

Comprehensive Business Transaction Services

We help Houston entrepreneurs choose the optimal business structure (general partnership, LP, LLC, etc.) and handle all formation filings to set it up correctly.

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Partnership Agreements

We draft partnership agreements from scratch or formalize existing informal arrangements, always tailoring the terms to fit your ownership structure and goals.

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LLC Operating Agreements

For multi-member LLCs, we prepare operating agreements that define each member’s roles, voting rights, and profit share.

We review existing partnership or operating agreements for gaps or outdated provisions, then update them to align with your current needs and Texas law.

Our attorneys guide businesses through strategic acquisitions, mergers, due diligence processes, negotiations, and comprehensive documentation, ensuring seamless transactions.

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Structuring fundraising initiatives, drafting investment agreements, and ensuring full compliance with applicable securities regulations.

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Succession & Exit Planning

We include provisions for buyouts, succession, or dissolution. Planning for events such as an owner’s retirement, a business sale, or an unexpected departure ensures that you won’t face turmoil when a change occurs.

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Who Benefits From These Agreements

  • Business owners selling all or part of a company
  • Buyers acquiring a business or specific business assets
  • Investors purchasing membership or stock interests
  • Founders or companies expanding through acquisition
  • Partners entering an existing business
  • Valuable when internal ownership is shifting due to retirement, buy-ins, restructuring, or changes in leadership
Why Choose Us

Reasons For Choosing BT Attorneys

Unparalled Experience & Insight

Gil Melman’s three decades of transactional expertise ensures precise, commercially driven legal advice. His extensive in-house experience uniquely positions him to quickly understand your business risks and proactively address them.

Cost-Effective Transactional Legal Solutions

By quarterbacking your legal strategy, Gil coordinates directly with specialized experts in tax, environmental, labor, franchise, and other areas, significantly reducing costs and providing comprehensive, efficient counsel.

Proactive, Strategic Counsel to Avoid Litigation

Gil Melman emphasizes proactive transactional strategies designed to minimize litigation risks. By anticipating and addressing potential issues early, he helps clients avoid costly disputes and maintain smooth business operations.

Tailored Legal Strategy

At BT Attorneys, we understand each business’s unique circumstances. We listen, assess, and develop customized legal strategies designed specifically for your objectives, ensuring alignment with your commercial goals.

Trusted & Proven Advisor

Gil Melman has built his reputation on transparency, strategic insight, and client-focused solutions. With extensive experience representing businesses at every growth stage, from innovative startups to large enterprises, Gil understands how to deliver successful transactional outcomes.

What Our Clients Say

Sean - CEO & Co-Founder

Gil Melman has served as our outside council for several years. He has provided outstanding legal guidance and support for a broad range of our needs. Gil can be a bulldog when it comes to protecting our position. However, he is pragmatic with regard to business relationships and needs. I have led multi-billion dollar businesses at large corporations, and I can honestly say that Gil has provided us the best legal representation in my career. It has been my experience that most corporate lawyers see things in black and white. Gil advises on the black and white will also educating me on the aspects and mitigation strategy for the gray areas as well. This is extremely valuable because things usually end up in these gray areas, and I am better prepared.

Scott - President & Founder

Highly Recommend. We had a very complex purchase, included upfront and residual payments, in addition to stock allocations of different types. Gil did an amazing job of protecting us and catching all of the little details that we missed. When engaging in negotiations on terms, he had the right amount of force to get things done, but with a touch that kept everyone agreeable and into the deal. He utilized different levels of his team to make sure we were financially satisfied. We have used Gil for different projects and obviously he earned the trust for us to use him on our most important project. Thank you! Highly recommended for all levels of work, he is incredibly knowledgeable.

Chris - CFO

Gil Melman has served as our outside general counsel for the past year, and he and his team have been outstanding partners to our organization. They provide practical, business-minded advice across a wide range of matters and are a trusted resource for both our Board of Directors and senior executive team. Gil’s team is consistently efficient, responsive, and solution-oriented — true problem solvers rather than problem creators. We receive highly experienced legal guidance at reasonable rates that traditional law firms simply can’t match. I would wholeheartedly recommend Gil and his team to any company seeking exceptional outside general counsel services.

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Head Office

Houston, Texas

With more than 32 years of experience—including senior roles at international law firms and as Chief Legal Officer for publicly traded companies—Gil brings a unique in-house perspective to asset and stock purchase agreements.

Tell us about your business today! Schedule a consultation with a Houston purchase agreement attorney and preserve your company’s future success.

3700 Buffalo Speedway #1150, Houston, TX 77098

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