Securities Lawyer in Pennsylvania

By Managing Partner Last updated

Acquisition Stars advises buyers and sellers on securities lawyer matters across Pennsylvania.

Serving clients across Pennsylvania.

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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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Securities Lawyer Practice in Pennsylvania

Acquisition Stars advises buyers and sellers on securities lawyer matters across Pennsylvania. 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.

Pennsylvania Transaction Considerations

  • Pennsylvania corporate net income tax rates change by tax year. Model the applicable year using the Department of Revenue schedule linked below.
  • Philadelphia imposes its own Business Income and Receipts Tax (BIRT) with a gross receipts component (0.1415%) and net income component (5.99%), creating a significant added tax for Philadelphia-based businesses
  • Pennsylvania's Keystone Opportunity Zones offer substantial tax abatements that can be highly valuable in acquisitions of businesses operating in designated areas

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Pennsylvania Legal Framework for Securities Law

Non-Compete Agreements

Enforceable with reasonableness test. Reformation available. Continued employment is sufficient consideration.

Enforceable under common law if reasonable. Pennsylvania courts apply a reasonableness test, requiring that the restriction protect a legitimate business interest, be reasonably limited in duration and geographic scope, and be supported by adequate consideration. Courts will modify (reform) overbroad covenants. Continued employment generally constitutes sufficient consideration for existing employees.

Tax Considerations

According to the Pennsylvania Department of Revenue, the Corporate Net Income Tax rate is 7.49% for 2026 and is scheduled to reach 4.99% in 2031. Apply the rate for the relevant tax year. Philadelphia business taxes and other entity-specific rules require separate analysis when modeling the transaction.

Filing Requirements

Entity mergers and conversions must be filed with the Pennsylvania Department of State. Tax clearance certificates (from the Department of Revenue and Department of Labor & Industry) are required for asset purchases. Annual reports are required for foreign entities (decennial reports for domestic corporations).

Bulk Sales / Asset Purchases

Pennsylvania has repealed UCC Article 6 (Bulk Sales). However, Pennsylvania's Department of Revenue (72 P.S. Section 7240) requires buyers of business assets to withhold sufficient purchase price to cover the seller's unpaid taxes unless a tax clearance certificate is obtained. This is sometimes called the "Bulk Sale" provision even though UCC Article 6 was repealed.

Other M&A and Securities Services in Pennsylvania

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

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Ready to Discuss Your Pennsylvania 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

State-law sources