LOI Attorney in Maryland

By Alex Lubyansky Managing Partner Last updated November 1, 2026

Acquisition Stars advises buyers and sellers on loi attorney matters across Maryland.

Serving clients across Maryland.

LOI Attorney Practice in Maryland

Acquisition Stars advises buyers and sellers on loi attorney matters across Maryland. 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.

Maryland Transaction Considerations

Maryland's county-level income taxes on pass-through income create significant variation in effective tax rates depending on where the business owner resides, which affects deal structure for S-corp and LLC acquisitions
The Maryland Economic Development Corporation and MEDCO financing may be involved in transactions with public-private partnerships
Maryland's proximity to federal government agencies means many target companies have government contracts requiring CFIUS and DCAA due diligence

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Maryland Legal Framework for Letter of Intent Law

Non-Compete Agreements

The LOI should state the seller covenant in terms the state will enforce, or the term sheet promises what the purchase agreement cannot deliver.

Restricted by an earnings threshold set at 150 percent of the state minimum wage. Reformation available for overbroad covenants.

Maryland Labor and Employment section 3-716 restricts non-competes for lower-wage employees and specified health occupations. Under that section, the restriction covers qualifying direct patient-care employees earning $350,000 or less and licensed veterinary practitioners or technicians. For covered direct patient-care employees above that threshold, section 3-716 limits duration and geographic scope. Review contract dates, statutory exclusions and the distinction between employment and sale-of-business restrictions.

Tax Considerations

Tax clearance and successor liability rules decide which closing conditions the LOI should reserve.

Maryland imposes an 8.25% corporate income tax. The state also imposes a county income tax on pass-through income received by Maryland residents, ranging from 2.25% to 3.2% depending on the county. Combined, Maryland state and county income taxes add materially to the effective rate on pass-through entity owners. Single-factor sales apportionment applies.

Filing Requirements

Spousal consent, entity filings, and clearance certificates belong on the LOI's closing-deliverables list.

Entity mergers and formations require filing with the Maryland State Department of Assessments and Taxation (SDAT). Annual reports and personal property returns are required. The Comptroller's office must issue a tax clearance for asset purchases.

Bulk Sales / Asset Purchases

Creditor notice periods set the earliest closing date the LOI can promise.

Maryland has repealed UCC Article 6 (Bulk Sales). However, Maryland Tax-General Article Section 7-310 requires that buyers of business assets obtain a tax clearance from the Comptroller of Maryland before closing. Failure to do so exposes the buyer to successor liability for the seller's unpaid taxes.

The federal framework for a letter of intent

A letter of intent sets the framework for a business sale before either side commits real money to due diligence. It records the price and structure the parties have agreed to explore, sets an exclusivity period that keeps the seller from shopping the deal elsewhere, and lays out a target closing calendar the rest of the transaction will be built around.
Most of an LOI's business terms are deliberately non-binding, subject to what diligence and the definitive agreement negotiation later confirm. A narrower set of provisions, typically exclusivity, confidentiality, and any expense reimbursement or break-up provision, do bind the parties from signature. Which category a given term falls into is the question worth resolving before signing, not after.

A letter of intent can start the antitrust clock

An HSR-reportable acquisition cannot close until both parties file and the waiting period, 30 days after filing or 15 for a cash tender offer, ends, under 15 U.S.C. 18a. From February 17, 2026 the threshold is $133.9 million; exemptions can exclude a deal. Outside 16 CFR 801.30, filing requires an executed contract, agreement in principle or letter of intent and the affidavit in 16 CFR 803.5(b).

Sources: 15 U.S.C. 18a(a), 15 U.S.C. 18a(b)(1)(B), 16 CFR 803.5(b), FTC, New HSR Thresholds and Filing Fees for 2026

Confirm the current filing form before relying on the LOI

The FTC states that it is accepting HSR filings on the form and instructions that were in place before February 10, 2025, after a federal district court vacated the 2025 form on February 12, 2026 and the court of appeals denied a stay on March 19, 2026. Filers may still use the 2025 form voluntarily. The current text of 16 CFR 803.5(b) requires an affidavit that a contract, agreement in principle or letter of intent has been executed and that the filer intends in good faith to complete the transaction. It also still contains the dated-document attestation added in 2025. Because the appeal is pending, counsel confirms the accepted form, instructions and affidavit wording on the FTC premerger page at filing time. A letter of intent meant to support an early filing should describe the parties, structure and scope clearly enough to match what the filing describes.

Sources: FTC, HSR Notification Forms, Instructions & Guidance, 16 CFR 803.5(b)

Diligence focus for a letter of intent

Exclusivity period length measured against a realistic diligence and financing timeline
Which specific provisions bind at signature versus remain open to negotiation
Break-up fee or expense reimbursement triggers if either side walks away
Price and structure language written so the definitive agreement can actually deliver it
Confidentiality scope for materials shared before a definitive agreement is signed

Other M&A and Securities Services in Maryland

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

M&A Attorney in Maryland

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Alex Lubyansky leads every letter of intent law engagement, with an associate supporting the work.

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

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