Due Diligence Attorney in Colorado

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Acquisition Stars advises buyers and sellers on due diligence attorney matters across Colorado.

Serving 1 market across Colorado.

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Due Diligence Attorney Practice in Colorado

Acquisition Stars advises buyers and sellers on due diligence attorney matters across Colorado. Alex Lubyansky leads every engagement, and has been M&A counsel since 2013 across transactions of varying complexity, from lower-middle-market deals to multi-party structures.

Colorado Transaction Considerations

  • Colorado's legalized cannabis industry creates unique M&A considerations, as state-licensed cannabis businesses cannot be acquired by entities with certain disqualifying ownership or criminal history
  • The Colorado Public Utilities Commission must approve acquisitions of regulated utilities, telecommunications providers, and certain energy companies
  • Colorado's 2022 non-compete reforms require specific notice and disclosure at the time of signing, and violations carry penalties of $5,000 per affected worker

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Due Diligence Attorney Service Areas in Colorado

Acquisition Stars represents clients in each of the following markets. Click any city to learn about acquisition due diligence law services in that area.

Denver

Denver Due Diligence Attorney

Colorado Legal Framework for Acquisition Due Diligence Law

Non-Compete Agreements

Employee covenants in the target's contracts may be unenforceable in this state, which changes the workforce risk assessment.

Restricted by an annually adjusted salary threshold ($130,014 in 2026) under C.R.S. 8-2-113. Sale-of-business exception applies.

Highly restricted under Colorado Revised Statutes Section 8-2-113 (amended 2022). Non-competes are void unless the restricted party earns above a salary threshold ($130,014 in 2026, adjusted annually). Non-solicitation agreements require a lower threshold ($78,008.40 in 2026). An exception exists for non-competes in connection with the sale of a business. Employers must provide notice of the covenant in a separate document at or before the time the agreement is signed.

Tax Considerations

Unpaid state taxes follow the assets in many states, so state tax filings and clearance sit high in the diligence scope.

Colorado imposes a flat 4.4% corporate income tax based on federal taxable income. The state follows a single-factor sales apportionment formula. Colorado has adopted market-based sourcing for service revenue. Buyers should verify Colorado-specific treatment of Section 338(h)(10) elections and asset step-up provisions.

Filing Requirements

Entity good standing and required filings are checked so closing deliverables are known before signing.

Entity mergers and conversions must be filed with the Colorado Secretary of State. Annual reports are required for all Colorado entities. Businesses operating in regulated industries (cannabis, energy, insurance) require separate approvals.

The federal framework for a due diligence review

  • Legal due diligence starts with a request list tailored to the target's business, covering corporate records, material contracts, employment and benefit plans, intellectual property, litigation, and liens. A data room organizes what the target produces so the review can be tracked against the request list and gaps can be flagged before they become closing surprises.
  • Material contracts get checked for assignment and change of control clauses, because a contract that requires the counterparty's consent to assign can delay or derail a closing if it surfaces late. Employment and benefits review looks at classification, plan compliance, and any liability that could transfer with the business. IP review confirms the seller actually owns what it is selling.
  • Findings do not stay in a report. They feed directly into the representations, the indemnification structure, and the disclosure schedules of the definitive agreement, so the diligence-to-drafting handoff has to happen while there is still time to actually negotiate around what the diligence process found before signatures are due.

Premerger notification thresholds

Some acquisitions require notifying the FTC and the Department of Justice before closing under the Hart-Scott-Rodino Act's premerger notification program, which applies above an annually adjusted size-of-transaction threshold. Diligence should confirm early in the process whether a deal falls above that threshold, because the required waiting period directly affects the closing calendar.

Sources: 15 U.S.C. 18a(a)

Workforce notice obligations

Employment diligence should flag whether the transaction, or a workforce change the buyer plans after closing, could trigger advance notice requirements under the WARN Act for a qualifying plant closing or mass layoff. The notice obligation runs on a calendar the deal timeline has to accommodate, not the other way around.

Sources: Worker Adjustment and Retraining Notification (WARN) Act

Diligence focus for a due diligence review

  • Material contract assignment and change of control consent requirements
  • Employee classification, benefit plan compliance, and transferring liability exposure
  • Intellectual property chain of title and ownership confirmation
  • Litigation, judgment, and lien search across every relevant jurisdiction
  • Timing of findings against the drafting deadline for the definitive agreement

Other M&A and Securities Services in Colorado

Acquisition Stars handles M&A transactions for Colorado clients and works with securities counsel on securities matters. Alex Lubyansky leads every M&A engagement.

Business Acquisition Lawyer in Colorado M&A Attorney in Colorado SBA Acquisition Attorney in Colorado

Ready to Discuss Your Colorado Deal?

Alex Lubyansky leads every acquisition due diligence law engagement, with an associate supporting the work.

M&A counsel since 2013. Nationwide practice. LOI through closing.

Request Engagement Assessment

We review every transaction inquiry within one business day.

Your information is kept strictly confidential and will never be shared. Privacy Policy