Going Public Attorney in New York

By Managing Partner Last updated

Acquisition Stars advises buyers and sellers on going public attorney matters across New York.

Serving clients across New York.

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Donald Hateley, Of Counsel for securities law at Acquisition Stars

Donald Hateley

Of Counsel, Securities Law | Acquisition Stars

Donald Hateley serves as Of Counsel to Acquisition Stars for securities law matters. His background includes advising public and private companies on securities transactions, corporate finance, and corporate governance, including public and private equity and debt financings. Admitted to the California bar in 1993, he is a graduate of the University of Southern California Marshall School of Business and Southwestern Law School.

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Going Public Attorney Practice in New York

Acquisition Stars advises buyers and sellers on going public attorney matters across New York. Donald Hateley serves as Of Counsel to Acquisition Stars and handles the securities law work. Alex Lubyansky leads the M&A work, with an associate supporting the engagement.

New York Transaction Considerations

  • New York City imposes its own General Corporation Tax (8.85%) and Unincorporated Business Tax (4%), effectively doubling the state-level tax burden for NYC-based businesses
  • Commercial rent tax applies to certain tenants in Manhattan below 96th Street, which can affect the valuation of acquired businesses with Manhattan leases
  • New York's Department of Financial Services (DFS) regulates financial services, insurance, and banking acquisitions with extensive review requirements

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New York Legal Framework for IPO & Going Public Law

Non-Compete Agreements

Enforceable with three-pronged reasonableness test

Enforceable if reasonable in scope, duration (typically 1-2 years), and geographic area. Courts apply a three-pronged reasonableness test from the BDO Seidman line of cases. Non-competes must protect a legitimate business interest such as trade secrets or client relationships, must not impose an undue hardship, and must not be harmful to the public. Courts will partially enforce (blue-pencil) overbroad covenants.

Tax Considerations

New York imposes a corporate franchise tax with rates up to 7.25% on business income, plus alternative bases (capital, fixed dollar minimum). The state requires combined reporting for unitary groups. New York City imposes its own General Corporation Tax (8.85%) and Unincorporated Business Tax (4%) on businesses operating within the five boroughs.

Filing Requirements

Entity mergers and conversions require filing with the New York Department of State. Tax clearance certificates are required for asset purchases (Form AU-196.10). New York City requires separate business filings for city-level taxes. Foreign entities must obtain authority to do business.

Bulk Sales / Asset Purchases

New York repealed its Bulk Sales Act (UCC Article 6), but buyers face successor liability risk under state tax law. The Department of Taxation and Finance can hold acquirers liable for a seller's unpaid taxes if proper tax clearance certificates (Form AU-196.10) are not obtained before closing.

Other M&A and Securities Services in New York

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

Securities Lawyer in New York Reverse Merger Attorney in New York M&A Attorney in New York

Ready to Discuss Your New York Deal?

Donald Hateley serves as Of Counsel to Acquisition Stars and handles the securities law work. Alex Lubyansky leads the M&A work, with an associate supporting the engagement.

M&A counsel since 2013. Nationwide practice. LOI through closing.

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