Alpine sits in Utah County, one of the fastest-growing regions in the western United States and a hub for technology and SaaS companies that cluster along the I-15 corridor from Lehi to Provo. Due diligence on tech companies here involves scrutiny of recurring revenue quality, intellectual property ownership, customer concentration, and the employee and contractor arrangements that define software businesses. Our managing partner handles due diligence engagements directly, working with buyers and investors acquiring Utah County technology and growth-stage companies.
Search fund operators conducting diligence on their first acquisition
Corporate development teams acquiring companies in regulated industries
Independent sponsors who need diligence to satisfy lender requirements
Family offices evaluating operating company investments
See If Your Deal Is a Fit
Tell us what you are working on. We respond within one business day.
Submission Received
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
Our Process
A structured, methodical approach to acquisition due diligence law
1
Diligence Planning
We create a customized due diligence checklist and request list based on the target company's industry, size, and deal structure, then coordinate document collection with the seller.
2
Document Review & Analysis
Our team reviews every material contract, corporate record, litigation file, and regulatory filing in the data room, flagging risks that could affect valuation or deal terms.
3
Risk Identification
We identify and categorize risks by severity, including potential liabilities, contract issues, compliance gaps, and operational exposures that require attention before closing.
4
Findings Report & Recommendations
Managing Partner Alex Lubyansky delivers a clear, actionable findings report with risk-ranked issues and specific recommendations for how to address each one in the purchase agreement.
5
Deal Term Negotiation Support
We translate diligence findings into negotiation leverage, drafting specific representations, warranties, indemnities, and closing conditions that protect you from identified risks.
We don't take every matter. Here is what happens when you reach out.
1
Personal Review (Within 24 Hours)
Alex reviews your transaction details personally. No intake coordinators, no junior associates screening your submission.
2
Fit Assessment
We evaluate whether your deal aligns with our practice. Not every matter is a fit, and we will tell you directly if it is not.
3
Initial Conversation
If there is alignment, Alex schedules a direct call to discuss your transaction, timeline, and objectives.
4
Clear Engagement Terms
Before any work begins, you receive a written engagement letter with defined scope, timeline, and fee structure. No surprises.
Request Your Alpine Engagement Assessment
Alex Lubyansky handles every acquisition due diligence law engagement personally.
15+ years of M&A experience. Nationwide. One attorney on every deal.
Request Engagement Assessment
We review every transaction inquiry within one business day.
Submission Received
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
Questions to Ask Any M&A Attorney Before Hiring
Use these before you call any firm, including ours.
1. "Who will actually handle my transaction?"
At many firms, a partner sells the work and a junior associate does it. Ask for the name of the attorney who will draft and negotiate your documents.
2. "How many M&A transactions has the lead attorney closed in the past 12 months?"
Volume indicates current, active deal experience, not just credentials from years ago.
3. "What is your experience with my deal size and industry?"
A $500K SBA acquisition and a $50M PE deal require different skill sets. Make sure the attorney has handled transactions similar to yours.
4. "Will you coordinate with my CPA, financial advisor, and broker?"
M&A transactions require a team. Your attorney should work with your other advisors, not in a silo.
5. "How do you handle post-closing disputes?"
Reps, warranties, and indemnification claims surface months after closing. Ask whether the firm handles post-closing litigation or refers it out.
6. "What is your fee structure, and what drives cost?"
Hourly, flat fee, or hybrid. Ask what factors increase legal costs so there are no surprises.
Frequently Asked Questions
Common questions from Alpine clients
What are the most common due diligence issues in Utah County tech acquisitions?
The most frequent issues we encounter in Utah County tech due diligence include incomplete IP assignment chains (particularly for early-stage companies where founders or contractors developed core technology before formal agreements were in place), independent contractor misclassification, open source license compliance gaps, customer concentration risk (one or two customers representing a disproportionate share of revenue), and data privacy practices that do not meet the standards buyers or investors expect. Each of these issues is manageable if identified early, but they can derail a transaction if discovered during final due diligence.
How is SaaS revenue quality evaluated during due diligence?
SaaS due diligence separates true recurring revenue from non-recurring sources. Key metrics include annual recurring revenue (ARR), net revenue retention (which measures expansion revenue minus churn within existing customers), gross churn rate, customer acquisition cost, and lifetime value. The legal due diligence supports this analysis by reviewing customer subscription agreements for auto-renewal terms, termination provisions, and pricing escalation mechanics. Contracts that allow customers to terminate with 30 days' notice are worth less than contracts with annual commitments and automatic renewal. Revenue recognition practices must align with ASC 606 accounting standards.
What should I know about the outdoor industry companies in Utah County?
Utah County's proximity to world-class outdoor recreation has produced a cluster of outdoor industry companies including gear manufacturers, e-commerce brands, and technology platforms serving the recreation market. Due diligence on these businesses adds product liability analysis, consumer product safety compliance (CPSC reporting obligations), supply chain and manufacturing contract review, and warranty obligation assessment. For brands that sell through Amazon or other marketplaces, the marketplace terms of service and account standing are material due diligence items because account suspension can immediately halt a significant revenue channel.
What does a due diligence attorney do in an acquisition?
A due diligence attorney investigates the legal health of a target company before you close the deal. This includes reviewing contracts, litigation history, regulatory compliance, intellectual property, employee matters, and corporate governance. At Acquisition Stars, we go beyond checklists to give you a clear, strategic picture of what you are actually buying.
How long does legal due diligence take?
Legal due diligence typically takes 3 to 6 weeks depending on the size and complexity of the target company. Acquisition Stars is structured for speed, and Managing Partner Alex Lubyansky personally oversees every diligence engagement to ensure we meet your deal timeline without sacrificing thoroughness.
What risks does due diligence uncover?
Common findings include undisclosed liabilities, contracts that do not survive a change of control, pending or threatened litigation, regulatory non-compliance, intellectual property ownership gaps, employee classification issues, and environmental exposures. Any of these can significantly affect valuation or kill a deal entirely.
What happens if due diligence uncovers problems?
Diligence findings give you negotiation leverage. Depending on the severity, you can negotiate a purchase price reduction, require the seller to fix the issue before closing, add specific indemnification protections to the purchase agreement, or walk away from the deal if the risks are too significant.
Why not just use my general business attorney for due diligence?
Acquisition due diligence requires specialized M&A experience. A general business attorney may not know which risks matter most in the context of a transaction or how to translate findings into protective deal terms. Acquisition Stars has 15+ years of exclusive M&A experience, which means we know exactly where to look and what to do with what we find.
What are the Utah tax considerations for transaction due diligence?
Utah imposes a flat 4.65% corporate income tax (recently reduced). The state uses single-factor sales apportionment with market-based sourcing. Utah conforms closely to the federal Internal Revenue Code. The state also offers various tax credits for economic development (EDTIF).
What can I expect during an initial consultation in Alpine?
During your confidential initial consultation in Alpine, we'll discuss your acquisition due diligence law needs, review your current situation, assess potential challenges specific to Utah, and outline a clear path forward. We'll explain our process, answer your questions, and determine if we're the right fit for your needs.
Do you work with companies outside of Alpine?
Yes, we represent clients nationwide while maintaining a strong presence in Alpine. Our managing partner handles acquisition due diligence law matters across all 50 states, coordinating with local counsel where state-specific requirements apply.
Need Specific Guidance?
Submit your transaction details for a preliminary assessment by our managing partner
Submit transaction details and Alex will respond directly.
Submission Received
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
M&A Market: Alpine & the Salt Lake City Metro
Salt Lake City's M&A market is supercharged by the 'Silicon Slopes' tech corridor, home to companies like Qualtrics, Domo, and Pluralsight, which has created a thriving ecosystem of SaaS startups, martech firms, and IT services companies reaching acquisition maturity. The region's outdoor recreation and lifestyle brands sector generates unique deal flow, with companies like Backcountry and Black Diamond attracting PE interest. Utah's strong population growth and business-friendly environment have made SLC one of the fastest-growing M&A markets in the Mountain West.
Top M&A Sectors Near Alpine
SaaS & Enterprise Software
Outdoor Recreation & Consumer Brands
Healthcare & Health Tech
Financial Services & Fintech
Construction & Real Estate Development
Deal Environment
Salt Lake City is increasingly competitive for quality acquisitions as both coastal and local PE firms target the market's high-growth tech companies and consumer brands. Sellers in the tech sector command premium multiples, while traditional industries like construction and manufacturing offer more moderate valuations with strong cash flow characteristics.
Why Acquire in the Salt Lake City Area
Utah leads the nation in population growth and labor force expansion, giving acquired businesses a built-in growth tailwind that most markets cannot match. The state's 4.85% flat corporate income tax, young and educated workforce (median age 31.1), and quality of life make employee retention post-acquisition significantly easier than in coastal tech markets.
Utah Legal Considerations
Utah enacted the Post-Employment Restrictions Act limiting non-compete agreements to a maximum one-year duration, which directly impacts workforce retention strategies in tech acquisitions, and the state has no bulk transfer law, simplifying asset sale closings.
Alpine M&A Market Insight
Utah County's tech ecosystem, sometimes called the southern extension of Silicon Slopes, has produced a concentration of SaaS, e-commerce, and digital marketing companies that attract acquisition interest from both strategic buyers and private equity firms. Due diligence on these businesses requires a different skillset than traditional commercial acquisitions. Key focus areas include recurring revenue analysis (separating true ARR from one-time or usage-based revenue), IP ownership verification (confirming that founders and contractors properly assigned IP to the company), customer contract review (particularly auto-renewal terms, termination provisions, and concentration risk), and employee classification issues (many Utah tech companies rely heavily on independent contractors, which creates misclassification exposure). Alpine's location in Utah County also means many target companies have connections to the outdoor recreation and sporting goods industry, which adds product liability and supply chain considerations to the due diligence scope.
Common Deal Scenarios in Alpine
1
SaaS Company Due Diligence for PE Acquisition
Private equity firms acquiring SaaS businesses in Utah County focus due diligence on revenue quality metrics (ARR, net revenue retention, churn rates), customer contract terms, IP ownership chain, and technology infrastructure. The legal due diligence covers subscription agreement review, open source license compliance, data privacy and security practices (including SOC 2 compliance), employee and contractor IP assignment verification, and any pending or threatened intellectual property disputes. Revenue recognition practices must be reviewed against ASC 606 standards.
2
Tech Startup Acquisition with IP Transfer Considerations
Acquiring a growth-stage technology company in Utah County requires careful verification of IP ownership. Common issues include founders who developed initial IP before forming the company (pre-incorporation assignment gaps), contractors who were not subject to proper IP assignment agreements, open source components embedded in proprietary software without proper license compliance, and university-affiliated IP that may carry licensing obligations. These issues can be deal-breakers if discovered late and should be investigated early in due diligence.
3
E-Commerce or DTC Brand Due Diligence
Utah County has a notable concentration of e-commerce and direct-to-consumer brands, particularly in health, wellness, and outdoor recreation. Due diligence on these businesses covers supply chain contract review (including manufacturing agreements and exclusivity provisions), trademark and brand protection analysis, FTC advertising compliance (particularly for health and wellness claims), Amazon and marketplace seller account terms and risks, and customer acquisition cost trends. Product liability exposure and insurance adequacy are also critical due diligence areas for consumer product companies.
Why Alpine for M&A
Utah County's technology ecosystem continues to produce acquisition targets that attract both strategic and financial buyers. The due diligence work here is shaped by the software and e-commerce business models that dominate the market, where IP ownership, revenue quality, and customer contract terms drive valuation more than physical assets. Alpine's position within this corridor means acquisition targets often reflect the unique characteristics of Utah's tech culture: lean operations, rapid growth, and a mix of SaaS, e-commerce, and consumer brands that require specialized due diligence approaches.
Utah Legal Considerations for Acquisition Due Diligence Law
Non-Compete Laws
Restricted to 1-year maximum under 2016 statutory reform
Filing Requirements
Entity mergers and conversions must be filed with the Utah Division of Corporations and Commercial Code. Annual reports are required. The State Tax Commission handles tax clearance for asset purchases.
Key Utah Considerations
Utah's one-year statutory cap on non-competes means acquirers cannot rely on longer-term employment restrictions, which affects workforce retention strategies post-acquisition
Utah's growing technology sector (Silicon Slopes) has created an active M&A environment with intellectual property and talent retention as key deal considerations
Utah's economic development tax increment financing (EDTIF) credits can be significant for qualifying businesses and should be evaluated as potential deal assets
Guides and Resources
In-depth guides to help you prepare for your transaction
Attorney perspective on due diligence attorney matters
"85% of deals get repriced in diligence. That's not failure. That's diligence working. The question isn't whether the price will move. It's whether the repricing reflects real findings or buyer remorse dressed up as due diligence."
Alex Lubyansky, Managing Partner
On the repricing dynamic (LinkedIn, Diligence Repricing)
15+ years of M&A and securities transaction experience·Managing Partner on every engagement·Admitted in Michigan, practicing nationwide
