Due Diligence Attorney in Pennsylvania

By Alex Lubyansky Managing Partner Last updated November 13, 2026

Acquisition Stars advises buyers and sellers on acquisition due diligence matters across Pennsylvania.

Serving clients across Pennsylvania.

Due Diligence Attorney Practice in Pennsylvania

Acquisition Stars advises buyers and sellers on acquisition due diligence matters across Pennsylvania. Alex Lubyansky, the firm's managing partner, was admitted to the State Bar of Michigan in 2013.

Pennsylvania Transaction Considerations

Pennsylvania corporate net income tax rates change by tax year. (Pa. Department of Revenue, Corporate Net Income Tax)
Pennsylvania's Keystone Opportunity Zones provide certain state and local tax abatement to businesses and residents locating in designated zones. (Pa. DCED, Keystone Opportunity Zones (KOZs))

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Pennsylvania Legal Framework for Acquisition Due Diligence Law

Tax Considerations

According to the Pennsylvania Department of Revenue, the Corporate Net Income Tax rate is 7.49 percent for January 1, 2026 through December 31, 2026. (Pa. Department of Revenue, Corporation Tax Rates) The Department lists a Corporate Net Income Tax rate of 4.99 percent for January 1, 2031 and each taxable year thereafter. (Pa. Department of Revenue, Corporate Net Income Tax)

Filing Requirements

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

Since 2025, domestic and foreign filing entities file an annual report with the Department of State, and the old decennial report has been repealed. (Pa. Department of State, Annual Reports)

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

Under 15 U.S.C. 18a(a), some acquisitions cannot close until both parties file notification and the waiting period has expired, and the size thresholds are adjusted and published each fiscal year. 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

Under the WARN Act (29 U.S.C. 2102(a)), an employer shall not order a plant closing or mass layoff until the end of a 60-day period after it serves written notice of the order. Employment diligence should check whether a workforce change the buyer plans after closing could reach that rule.

Sources: 29 U.S.C. 2102(a)

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 Pennsylvania

Acquisition Stars handles M&A transactions for Pennsylvania clients and works with securities counsel on securities matters.

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