Houston Mergers & Acquisitions Lawyer

Mergers & Acquisitions Attorney in Houston, TX

The legal details of buying, selling, or merging a business can seem overwhelming, even if you are an experienced executive or business owner. Whether you’re part of a small family-owned business or a large enterprise, a Houston mergers & acquisitions lawyer can approach your situation with the knowledge needed for a positive outcome.

G. Ortega Law knows business and understands the importance of every business transaction. John Ortega has over 20 years of experience in the banking business and was the founder of a local Houston bank. In his law practice, he represents and guides banks and middle-market companies in a variety of business matters, from real estate to contract negotiations.

Mergers & Acquisitions Explained

As of 2025, there were over 3.5 million small businesses in Texas. They created 84% of the state’s job growth in 2024 and employ 5.1 million Texans. Therefore, the activities of these businesses are crucial for the state’s economy. This led to laws being passed to govern mergers & acquisitions involving small companies.

The term “mergers & acquisitions” refers to either merging two or more businesses together to form one entity or one business acquiring another. These two terms involve the following:

• Merger. When two businesses merge, one typically absorbs the assets and liabilities of the other, and the other business shuts down. This arrangement is often beneficial to both businesses, as it can reduce costs and increase market share. When two businesses merge, they can create a new company name to reflect both missions, or the combined entity can choose to keep one of the names if it can benefit from brand awareness.
• Acquisition. If one business buys a portion or all of a second business’s assets or stock, it is considered an acquisition. This can sometimes involve a hostile takeover. In an acquisition, the acquiring business keeps its name, operations, and structure.

Common Merger & Acquisition Issues

Before any merger or acquisition deal can get started, several issues need to be considered and addressed by you and your Houston mergers & acquisitions attorney. Some of these include:

• Long-term fit. You must look at whether the business you want to merge with or acquire is a good fit in terms of goals and business strategy.
• Financial health. You’ll want to conduct a financial analysis of the company to evaluate its cash flow, debts, profitability, and any potential risks.
• Valuation. Your mergers & acquisitions case should include an analysis of the fair market value of the company.

Other issues you need to consider include:

• Legal and regulatory compliance
• Identifying intellectual property
• Identifying assets
• Evaluation of employees, their roles, and strategies for retention

Reasons to Consider a Merger & Acquisition

If you’re considering a merger or acquisition, it’s important to consult a local law firm with attorneys who are familiar with acquisition laws. They can help you determine if it is a good move for your business. A merger or acquisition may allow you to:

• Increase your profitability
• Expand your market
• Update your business model
• Offer new products or services
• Increase resources and financial leverage

The Mergers & Acquisitions Process

The mergers & acquisitions process has several steps. It starts with the initial valuation and some strategic planning on both the buyer’s and seller’s sides. Next is due diligence. This is one of the most important steps, and it involves evaluating the financial health of the businesses and identifying risks.

The next step is negotiations between the two merging companies or between the buyer and seller. Some key points to cover during negotiations include:

• Purchase price
• Payment structure
• Allocation of risks after the sale
• Non-compete agreements to make sure the seller doesn’t start a new business with competing products or services
• Employee retention

The final step in the process is the finalization of the agreement. Both companies have legally binding agreements that may include a letter of intent, purchase agreement, and regulatory approvals.

Hire a Mergers & Acquisitions Lawyer

The state and federal laws that govern mergers and acquisitions can be complex and detailed. If you are considering merging with another company, you’ll need to hire a mergers & acquisitions lawyer to guide you through the process.

An attorney can negotiate terms, draft contracts, and stay in compliance with local and federal regulations.

FAQs

What Are the Mergers Rules in Texas?

Per Texas statutes, to execute a merger, the businesses need to adopt a written plan of merger and have it approved by the board of directors, partners, or managers of both companies. You then have to file a certificate of merger with the Texas Secretary of State and pay the $300 filing fee.

What Laws Govern Mergers and Acquisitions?

Several laws govern mergers and acquisitions. The Securities and Exchange Commission governs the securities industry through laws such as the Securities Act of 1933 and the Williams Act of 1968. In Texas, the Texas Business Organizations Code governs mergers and acquisitions in the state, and businesses must also follow federal antitrust laws.

What Are the Four Types of Mergers & Acquisitions?

The four most common types of mergers & acquisitions are typically organized by the relationship between the two companies involved. They can be:

• Horizontal. Two companies in direct competition merge and combine lines.
• Vertical. This is merging with a supplier.
• Conglomerate. The two companies have no common business.
• Congeneric. The two companies serve the same consumer but in different ways.

What Types of Mergers May Not Be Allowed?

The types of mergers that may not be allowed are any that might be considered anticompetitive under Section 7 of the Clayton Antitrust Act. This addresses companies that could lessen competition and create a monopoly. If the merger could limit access to products or services that rivals need to compete, it could be blocked.

Contact a Mergers & Acquisitions Lawyer

Mergers & acquisitions attorneys focus on buying and selling companies. If you are considering such a project, contact G. Ortega Law, PLLC. Our firm was founded to help clients achieve successful business transactions. We can assist with legal matters, reducing risks, and taking care of the details so you can focus on growing your business.

G. Ortega Law, PLLC – Houston, TX Office