Reverse Merger Attorney in Oregon

By Managing Partner Last updated

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

Serving clients across Oregon.

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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 Oregon

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

Oregon Transaction Considerations

  • Oregon has no sales tax, eliminating successor sales tax liability risks and simplifying asset purchase mechanics
  • Oregon's Corporate Activity Tax (CAT), enacted in 2019, is a gross receipts tax that applies in addition to the corporate excise tax, creating a dual tax burden that differs from most states
  • Oregon's strong environmental regulations (DEQ oversight) can create significant due diligence requirements for acquisitions involving manufacturing or natural resource businesses

Discuss Your Oregon Transaction

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Oregon Legal Framework for Reverse Merger Law

Non-Compete Agreements

Restricted by role, income threshold, and 12-month maximum. Sale-of-business exception.

Restricted under ORS 653.295 (amended effective January 1, 2022). Non-competes are limited to employees who are engaged in administrative, executive, or professional roles and earn above the state median household income (approximately $76,000). The maximum duration is 12 months. Employers must inform employees of the non-compete terms at least two weeks before the start of employment or upon a bona fide advancement. Non-competes in connection with the sale of a business are exempt.

Tax Considerations

Oregon imposes a corporate excise tax with a minimum tax based on Oregon sales (ranging from $150 to $100,000) plus a 6.6% rate on the first $1 million of taxable income and 7.6% above $1 million. Oregon has no sales tax, which eliminates successor sales tax liability in asset purchases. The Corporate Activity Tax (CAT) adds a 0.57% tax on gross receipts over $1 million.

Filing Requirements

Entity mergers and conversions must be filed with the Oregon Secretary of State. Annual reports are required. The absence of sales tax simplifies asset purchase filings. The Department of Revenue handles CAT registration and compliance.

Bulk Sales / Asset Purchases

Oregon has repealed UCC Article 6 (Bulk Sales). The Oregon Department of Revenue may impose successor liability on asset purchasers for the seller's unpaid taxes. Oregon Revised Statutes Section 305.620 provides for tax liens that follow assets.

Other M&A and Securities Services in Oregon

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

Securities Lawyer in Oregon

Ready to Discuss Your Oregon 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.

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