Due Diligence Attorney in Georgia

By Alex Lubyansky Managing Partner Last updated November 12, 2026

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

Serving 1 market across Georgia.

Due Diligence Attorney Practice in Georgia

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

Georgia Transaction Considerations

Georgia's 2011 constitutional amendment and Restrictive Covenants Act dramatically changed non-compete enforceability, making pre-2011 Georgia case law unreliable for assessing existing covenants in target companies
Georgia's transferable film and entertainment tax credits can represent significant value in acquisitions of qualifying businesses
The state's port system (Port of Savannah) creates opportunities and regulatory considerations for acquisitions of logistics and import/export businesses

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Due Diligence Attorney Service Areas in Georgia

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

Atlanta

Atlanta Due Diligence Attorney

Georgia 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.

Enforceable under 2011 statutory framework. Blue-pencil available.

Enforceable under the Georgia Restrictive Covenants Act (O.C.G.A. Section 13-8-50 et seq.), enacted in 2011 via constitutional amendment. The Act overturned decades of hostile case law and now permits blue-penciling. Covenants must be reasonable in time, geography, and scope. Non-competes in connection with the sale of a business are given broader latitude than employment-based covenants.

Tax Considerations

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

According to the Georgia Department of Economic Development, the corporate income tax rate is 4.99% for 2026. The state uses single-factor sales apportionment. Confirm the applicable tax year, sourcing and treatment of the proposed acquisition with a tax adviser.

Filing Requirements

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

Entity mergers and conversions are filed with the Georgia Secretary of State, Corporations Division. Annual registrations are required. Professional license transfers require separate filings with the relevant Georgia licensing board.

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 Georgia

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

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Ready to Discuss Your Georgia 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.

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