Franchise Acquisition Lawyer in Massachusetts

Acquisition Stars advises buyers and sellers on franchise acquisition lawyer matters across Massachusetts.

Serving 11 markets across Massachusetts. Alex Lubyansky on every engagement.

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Franchise Acquisition Lawyer Practice in Massachusetts

Acquisition Stars advises buyers and sellers on franchise acquisition lawyer matters across Massachusetts. Alex Lubyansky handles every engagement personally, bringing 15+ years of M&A experience to transactions of varying complexity, from lower-middle-market deals to multi-party structures. Massachusetts restricts non-compete agreements to a maximum of one year and requires garden leave or other consideration. Agreements must be provided at least 10 days before start of employment or before any material change in employment. Whether you are acquiring a business, selling a company you have built, or navigating a complex transaction, the firm's approach is the same: one experienced attorney on every deal, no handoffs to junior associates.

Massachusetts Transaction Considerations

  • Massachusetts's Noncompetition Agreement Act requires garden leave pay (50% of highest salary in the last 2 years) 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

Discuss Your Massachusetts Transaction

Share the basics. Alex reviews every inquiry personally and responds within one business day.

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Massachusetts Legal Framework for Franchise Acquisition Law

Non-Compete Agreements

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 24 months if the employee breached a fiduciary duty). Prohibited for nonexempt employees, employees terminated without cause, employees under 18, and undergraduate/graduate students in internships. The employer must provide "garden leave" (50% of highest salary in the last 2 years) or other mutually agreed consideration. Non-competes in connection with the sale of a business are exempt from these restrictions.

Tax Considerations

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 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.

Bulk Sales / Asset Purchases

Massachusetts has repealed UCC Article 6 (Bulk Sales). However, Massachusetts General Laws Chapter 62C, Section 51 imposes successor liability on asset purchasers for the seller's unpaid taxes. Buyers must request a tax waiver from the Department of Revenue before closing.

Franchise Acquisition Lawyer in Massachusetts: Frequently Asked Questions

Does Acquisition Stars handle franchise acquisition law matters throughout Massachusetts?

Yes. Acquisition Stars is a nationwide M&A and securities law firm. Alex Lubyansky represents clients in Massachusetts directly, handling every engagement personally without delegating to junior attorneys. We work with clients in every major metro and smaller markets throughout the state.

How do Massachusetts non-compete laws affect business acquisitions and sales?

Restricted under the Massachusetts Noncompetition Agreement Act (effective October 1, 2018). Non-competes are limited to 12 months (or 24 months if the employee breached a fiduciary duty). Prohibited for nonexempt employees, employees terminated without cause, employees under 18, and undergraduate/graduate students in internships. The employer must provide "garden leave" (50% of highest salary in the last 2 years) or other mutually agreed consideration. Non-competes in connection with the sale of a business are exempt from these restrictions.

What are the key Massachusetts tax considerations in a business transaction?

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.

Does Massachusetts have a Bulk Sales Act that affects asset purchases?

Massachusetts has repealed UCC Article 6 (Bulk Sales). However, Massachusetts General Laws Chapter 62C, Section 51 imposes successor liability on asset purchasers for the seller's unpaid taxes. Buyers must request a tax waiver from the Department of Revenue before closing.

What should Massachusetts business owners look for in an M&A attorney?

Look for an attorney with genuine transaction experience, not just corporate formation work. Verify that the attorney has handled deals similar in size and structure to yours. In Massachusetts, confirm the attorney understands state-specific issues including Massachusetts's non-compete framework, successor liability rules, and any industry-specific regulations. At Acquisition Stars, Alex Lubyansky personally handles every engagement, which means you get direct access to the same attorney from letter of intent through closing.

Ready to Discuss Your Massachusetts Deal?

Alex Lubyansky handles every franchise acquisition law engagement personally.

15+ years of M&A experience. Nationwide practice. One attorney on every deal.

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

One attorney on every deal. Nationwide. 15+ years of M&A experience.