Reverse Merger Attorney in Maryland

By Managing Partner Last updated

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

Serving clients across Maryland.

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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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Reverse Merger Attorney Practice in Maryland

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

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 Reverse Merger Law

Non-Compete Agreements

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

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

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

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.

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

Ready to Discuss Your Maryland 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.

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We review every transaction inquiry within one business day.

Your information is kept strictly confidential and will never be shared. Privacy Policy

State-law sources