M&A Attorney in New Jersey

By Managing Partner Last updated

Acquisition Stars advises buyers and sellers on m&a attorney matters across New Jersey.

Serving clients across New Jersey.

Request Engagement Assessment

M&A Attorney Practice in New Jersey

Acquisition Stars advises buyers and sellers on m&a attorney matters across New Jersey. 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.

New Jersey Transaction Considerations

  • New Jersey Corporation Business Tax and the Corporate Transit Fee have different requirements and exceptions. Check the Division of Taxation guidance linked below for the proposed entity structure.
  • The state's bulk sale notification requirement to the Division of Taxation is a tax-specific provision that survived even though UCC Article 6 was repealed
  • New Jersey's combined reporting requirement (adopted 2019) pulls affiliated entity income into the tax base, which can affect the tax cost of acquiring multi-entity targets

Discuss Your New Jersey Transaction

Share your transaction stage, the help you need and any relevant deadline to request an engagement assessment.

Please do not include confidential information in this form. Submitting this form does not by itself create an attorney-client relationship. Privacy Policy

New Jersey Legal Framework for Mergers & Acquisitions Law

Non-Compete Agreements

Enforceable with three-pronged test. Reformation available.

Enforceable under common law if reasonable. New Jersey courts apply a three-pronged test from the Solari/Whitmyer cases: the restraint must protect a legitimate interest, must not impose an undue hardship on the employee, and must not injure the public. Courts will blue-pencil and reform overbroad covenants. The state has considered but not enacted legislation to ban non-competes.

Tax Considerations

According to the New Jersey Division of Taxation, the 2.5% Corporate Transit Fee generally applies to taxable net income over $10 million for covered periods through 2028, in addition to Corporation Business Tax. Entity-specific exceptions and combined-group rules matter. Confirm the tax base, taxpayer classification and any applicable minimum tax for the proposed structure.

Filing Requirements

Entity mergers require filing with the New Jersey Division of Revenue. The Division of Taxation requires 10 business days' advance notice of bulk sales (Form C-9600). Annual reports are required. Foreign entities must obtain a Certificate of Authority.

Bulk Sales / Asset Purchases

New Jersey retains its Bulk Sale provisions under the New Jersey Bulk Sale Law (N.J.S.A. 54:32B-22(c)) for tax purposes. Buyers must provide the Division of Taxation at least 10 business days' notice before a bulk sale and must withhold sufficient funds from the purchase price to cover the seller's tax liabilities, or obtain a letter of no further obligation.

Other M&A and Securities Services in New Jersey

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

Ready to Discuss Your New Jersey Deal?

Alex Lubyansky leads every mergers & acquisitions law engagement, with an associate supporting the work.

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

Request Engagement Assessment

Share your transaction stage, the help you need and any relevant deadline.

Please do not include confidential information in this form. Submitting this form does not by itself create an attorney-client relationship. Privacy Policy

State-law sources