Due Diligence Attorney in Utah

By Alex Lubyansky Managing Partner Last updated October 28, 2026

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

Serving 1 market across Utah.

Due Diligence Attorney Practice in Utah

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

Utah Transaction 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

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Due Diligence Attorney Service Areas in Utah

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

Greater Salt Lake City Area

Alpine Due Diligence Attorney

Utah 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 to 1-year maximum under 2016 statutory reform

Restricted under the Utah Post-Employment Restrictions Act (Utah Code Section 34-51-101 et seq., effective May 10, 2016). Non-compete agreements are limited to one year from the date of termination. The Act applies to non-competes entered into after May 10, 2016. Broader restrictions may remain enforceable under agreements predating the Act. Standard reasonableness requirements apply within the one-year period.

Tax Considerations

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

Utah Code 59-7-104, as amended by 2026 S.B. 60, sets a 4.45% corporate tax rate for tax years beginning on or after January 1, 2026. Review apportionment, federal conformity and any proposed tax-credit treatment 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 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.

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 Utah

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

LOI Attorney in Utah Business Acquisition Lawyer in Utah M&A Attorney in Utah

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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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We review every transaction inquiry within one business day.