Due Diligence Attorney in Massachusetts

By Alex Lubyansky Managing Partner Last updated November 12, 2026

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

Serving clients across Massachusetts.

Due Diligence Attorney Practice in Massachusetts

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

Massachusetts Transaction Considerations

Massachusetts's Noncompetition Agreement Act requires garden leave pay (at least 50% of the employee's highest annualized base salary within the 2 years before termination) or other agreed consideration during the restricted period, making non-compete retention in acquisitions expensive
The 4% millionaire surtax (effective 2023) significantly affects after-tax proceeds for high-value deal principals selling pass-through entities
Massachusetts has extensive biotech and life sciences tax incentive programs (MLSC) that can affect valuation of acquired entities with qualifying activities

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Massachusetts 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 with 12-month cap and garden leave requirement. Sale-of-business exception.

Restricted under the Massachusetts Noncompetition Agreement Act (effective October 1, 2018). Non-competes are limited to 12 months (or 2 years if the employee breached a fiduciary duty or unlawfully took the employer's property). Prohibited for nonexempt employees, employees terminated without cause or laid off, employees age 18 or younger, and undergraduate/graduate students in internships. The employer must provide "garden leave" (at least 50% of the employee's highest annualized base salary within the 2 years before termination) or other mutually agreed consideration. Non-competes in connection with the sale of a business are exempt from these restrictions.

Tax Considerations

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

Massachusetts imposes a flat 8% corporate excise tax on net income, plus a non-income measure (either net worth or tangible property). The state recently enacted a 4% surtax on personal income over $1 million (the "Fair Share Amendment"), which affects high-income sellers and pass-through entity owners.

Filing Requirements

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

Entity mergers and conversions require filing with the Massachusetts Secretary of the Commonwealth, Corporations Division. The Department of Revenue requires tax waivers for asset purchases. Professional corporations require additional filings with the relevant 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 Massachusetts

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

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

Ready to Discuss Your Massachusetts 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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