As organizations navigate 2026, HR leaders are facing a rapidly evolving employment law landscape marked by shifting judicial interpretations, changing enforcement priorities, and increased state-level activity. The result? Greater uncertainty and greater responsibility for HR professionals to stay proactive, informed, and strategic. Check out these HR tips for staying compliant in 2026. 

A More Unpredictable Legal Environment (and More Trials?)

Recent federal court decisions signal a growing lack of consensus in how employment laws are interpreted and applied. Courts are increasingly vocal in their disagreements, not just with litigants, but with each other, creating ambiguity in areas that were once more predictable.

At the same time, key rulings have reshaped foundational legal principles. For example, courts are no longer required to defer to federal agency interpretations of ambiguous laws, which may lead to more cases proceeding to trial rather than being dismissed early. 

TAKEAWAY: For HR teams, this means heightened litigation risk and a stronger need for well-documented, consistently applied policies.

Shifting Federal Enforcement Priorities

Federal agencies are also adjusting their focus. Enforcement priorities have shifted toward religious discrimination and certain forms of national origin bias, while other areas, such as disparate impact claims, may receive less attention. For example, in the SCOTUS case Ames v. Ohio Department of Youth Services, the Supreme Court unanimously held that federal anti-discrimination law (Title VII of the Civil Rights Act of 1964) does not permit courts to impose a heightened burden of proof on employees from majority groups (such as being heterosexual, male, or white) when they bring discrimination claims.

Meanwhile, scrutiny of DEI initiatives continues to grow at the federal level, even as the underlying laws remain largely unchanged and DEI initiatives are not, generally, illegal. 

TAKEAWAY: HR leaders should be mindful of how programs are structured and communicated, ensuring they are compliant, clearly defined, and defensible.

States Are Filling the Gaps

As federal priorities shift, states and local jurisdictions are stepping in to expand protections. In Pennsylvania and beyond, HR professionals are seeing:

• Expanded anti-discrimination protections, including those related to hairstyles and religious head coverings (in Pennsylvania, the Pennsylvania CROWN Act went into effect in early 2026, prompting state employers to make significant changes to policies and practices)
• Additionally, minimum wage increases continue across many states (but, not yet in Pennsylvania), adding complexity for multi-state employers
• Enhanced paid leave and anti-retaliation ordinances at the local level
• Noncompete enforceability has gotten tougher overall, and is now limited in certain industries, such as healthcare

TAKEAWAY: Compliance is no longer one-size-fits-all. Employers must stay attuned to state and local developments that may have changed or differ from federal requirements.

AI in HR: Opportunity Meets Risk

Artificial intelligence is quickly becoming embedded in HR processes—from recruiting to performance management—but it introduces significant legal and ethical risks.

AI tools can unintentionally perpetuate bias, produce inaccurate outputs, or mishandle sensitive data. Perhaps more concerning, they may generate information that appears credible but is ultimately incorrect or unreliable.

TAKEAWAY: Organizations should implement clear AI usage policies, limit reliance on AI for high-stakes decisions, and require human oversight. Training HR teams on the limitations of these tools is equally critical to avoiding costly missteps.

Accommodation and Documentation: Back to Basics

Despite all the change, some core principles remain steady. Employers are still required to provide reasonable accommodations for disabilities, pregnancy, and religious beliefs, unless doing so creates an undue hardship.

What’s evolving is the level of scrutiny. Employers must engage in a meaningful interactive process, carefully evaluate each request, and document decisions thoroughly. Importantly, forcing an employee onto leave when another accommodation is possible may create legal exposure.

TAKEAWAY: Consistency, communication and contemporaneous documentation of events and circumstances are key. When in doubt, document and engage in dialogue rather than making assumptions.

Common Compliance Pitfalls & Opportunities

Many legal risks stem not from complex legal questions, but from everyday breakdowns in execution. Common issues include:

• Inconsistent application of policies across departments
• Poorly written or overly broad social media policies
• Lack of employee awareness around rights and reporting procedures
• Nonexistent or inadequate documentation of key facts and situations
• Delayed involvement of legal counsel

HR leaders can significantly reduce risk by fostering a culture of compliance—one that prioritizes training, transparency, and accountability.

To stay ahead in this environment, HR professionals should focus on a few critical actions:

• Conduct internal audits to identify high-risk areas
• Update handbooks and policies to reflect current laws and trends
• Train managers on emerging issues, including AI and accommodations
• Centralize key HR decisions to ensure consistency in decision making and documentation
• Engage employment counsel early when issues arise

Support for 2026 Employment Law & HR Compliance

In 2026, HR is not just a support function; it’s a frontline risk management role. By staying informed, proactive, and aligned with both legal developments and organizational goals, HR leaders can not only protect their organizations, but also create stronger, more resilient workplaces.

Our experienced Labor & Employment Law attorneys can help your organization comply with changing federal and state laws, and embracing new technology, while implementing best practices.

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Looking to sell your insurance agency? Or perhaps you’d like to expand your footprint by acquiring another one. When it comes to insurance industry M&A, much of the preparation is the same as any business, but there are nuances. Whether you’re a prospective buyer or seller, check out these tips from a seasoned M&A attorney. 

Seller Strategies for Insurance Industry M&A

When it comes to M&A success, timing is everything! What steps should insurance agency owners take one to three years in advance of a sale to maximize valuation and make their agency more attractive to buyers?

1. Diversify – while your insurance agency may specialize in personal or commercial lines, it’s prudent to showcase experience in multiple offerings. If it’s possible to expand or broaden your client base, seek to diversify, adding strength to your business. 
2. Build your team – often in an acquisition, a buyer will want to keep existing employees in place. Empower your team to step into leadership roles that relieve you of all those burdens and also allow them to bring value to new owners post-closing. Solid advice: build the business to run without you. 
3. Formalize your team – do you have signed employment contracts and employee handbooks? Non-competes are mostly a thing of the past, but a reasonable non-solicitation agreement will help preserve relationships and your business. 
4. Strengthen your processes – proactive policy renewals? Claims reporting? Compliance? Establishing and documenting your business processes will do you a world of good when it’s time to sell. While strong client relationships can take you far, buyers will pay a premium for turnkey operations.
5. Organize your books and financials – again, documentation is key when it comes to accounting. Maximize your asking price when you truly understand your EBITDA, beyond just the “value you bring.” Make it make sense with a data room that organizes important legal and financial documents a seller will need.
6. Get carriers on board – carrier agreement may include approval requirements like right of first refusal for sales. Look into these well in advance of a potential sale, perhaps even before valuation, to ensure you have a greenlight if desired. 

Buyer Strategies for Insurance Industry M&A

You know your industry. Have collegial relationships with another insurance agency with an owner set to retire. Made the handshake agreements. You’ve done the due diligence. Now it’s time to put pen to paper and get a Letter of Intent (LOI) together. What should you consider including in a LOI or purchase agreement?

• What’s being sold – is it just a book of business or an entire operation? Be clear on what you want to acquire. A book of business typically includes a client database and anticipated renewals, while an acquisition of an entire operation often encompasses brand reputation, a website, phone number and more. Buyers should also evaluate carrier agreements early in the process, as certain carrier consents or approvals are typically required as a condition to closing.
• Indemnification clause – while you may prize the relationship you’ve built with a seller, you also want to protect your acquisition from going sideways. What if there are unexpected tax issues post-closing? Or perhaps the book of business was misrepresented. All this and more can be covered by representations and warranties, along with indemnification provisions that allocate risk and establish who is responsible if issues arise after closing.
• Transition services and restrictive covenants – a successful insurance agency acquisition often depends on continuity. Buyers may want the seller to remain involved for a transition period to help retain client relationships, maintain carrier connections and ensure a smooth operational handoff. Buyers should also consider reasonable restrictive covenants, applicable both to the seller and key employees or producers who transition to the buyer’s organization, helping preserve client relationships and protect the value of the acquired business.
• Earnouts – earnouts are a popular technique to reduce your upfront payment requirements while incentivizing the seller to meet post-transition performance targets. They also make sense amidst uncertainty in the market or to help resolve valuation gaps. Be sure to leverage an M&A attorney to clearly construct this aspect of your agreement to avoid unclear provisions and any disputes. 

Most of these LOI elements are similar for an acquisition in any industry, however, a current trend impacting the insurance industry is the silver tsunami. With baby boomer insurance agency owners looking to retire en masse, many with no succession plans, insurance networks and private equity-backed “roll-ups” have seized the opportunity to aggressively buy and consolidate small agencies. This enables them to scale quickly, establishing a national name built on the strong reputations of local agencies. Perhaps you are one of these conglomerates or you’re an agency owner wanting to expand. When considering your buying strategy, it’s wise to know your buying competition. 

Support for your insurance industry M&A opportunities

Successful M&A happens with proper preparation, notably picking the right advisors. Just as there are similarities for a deal in any industry, there are certainly nuances to consider as well. Whether you’re a buyer or seller in the insurance industry, our M&A team is here for you. 

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Pennsylvania realty transfer tax can arise in unexpected ways in merger, acquisition, and recapitalization transactions involving entities that own real estate. While realty transfer tax is most commonly associated with recorded deeds and direct conveyances of real property, Pennsylvania law also imposes realty transfer tax on certain transfers of ownership interests of entities treated as “real estate companies” even where no deed is recorded and title to the real estate itself does not formally change hands.

Understanding when an entity is treated as a “real estate company,” and how indirect transfers are analyzed under Pennsylvania’s “acquired company” rule, which recharacterizes certain equity transfers as taxable transfers of underlying real estate assets, is critical to avoiding unexpected tax liability in M&A and restructuring transactions.

What is a “Real Estate Company” Under Pennsylvania Realty Transfer Tax Law?

Under Pennsylvania law, an entity may be treated as a “real estate company” if it is “primarily engaged” in holding, selling, or leasing real estate and satisfies certain ownership and financial-based tests relating to its assets or gross receipts. Significantly, this concept can extend beyond entities that directly own real property to ultimate parent companies. Where applicable, the statute focuses not only on the nature of the entity’s assets, but also on how the business is operated and how value is derived.

For real estate holding companies, this analysis is straightforward. However, the analysis can become considerably more nuanced where an operating business owns substantial real estate assets or has engaged in real estate-related activities ancillary to its core operations. In those circumstances, the distinction between an operating company and a statutory “real estate company” is not always clear and requires careful evaluation under the applicable statutory and regulatory framework.

In practice, the determination is highly fact-specific and depends on a variety of considerations, including the nature of the entity’s business operations, the composition of its assets, the source of its revenues, and the extent to which its activities may be characterized as primarily related to the ownership, leasing, development, or disposition of real estate.

How the “Acquired Company” Rule Can Trigger Pennsylvania Realty Transfer Tax in M&A Transactions

Under Pennsylvania’s “acquired company” provisions, a transfer of 90% or more of the ownership interests in a qualifying “real estate company” within a three-year period may be treated as a taxable transfer of the entity’s underlying real estate assets. As a result, transactions structured at the entity level—including internal restructurings, equity recapitalizations, and private investment transactions—can create significant realty transfer tax exposure notwithstanding the absence of a direct conveyance of real property and without regard to any continuity of beneficial ownership.

Pennsylvania Court Guidance on Statutory Exclusions for Indirect Transfers

The Commonwealth Court of Pennsylvania recently held that the statutory exclusions from Pennsylvania’s realty transfer tax also apply to qualifying real estate company transactions even where the transfer is effected indirectly through changes in ownership interests rather than by deed. In doing so, the court rejected a more restrictive interpretation previously advanced by the Pennsylvania Department of Revenue and confirmed that the analysis must be grounded in the statute itself rather than administrative limitation.

The court’s decision makes clear that while Pennsylvania’s realty transfer tax regime can capture indirect equity transfers, statutory exclusions—including certain transfers to and from trusts for estate planning purposes, certain transfers between family members, certain transfers to shareholders, certain mergers qualifying for the statutory merger or consolidation exclusion, and certain transfers occurring pursuant to bankruptcy or insolvency proceedings—may still apply in the entity-transfer context and should be evaluated when structuring transactions.

Key Takeaways & Practical Implications for M&A Transactions in Pennsylvania

Because Pennsylvania’s “acquired company” rules apply to indirect transfers in a real estate company, the legal analysis must focus not only on the form of the transaction at closing, but also on how ownership is transferred throughout the broader transaction structure and relevant measurement period:

• Recapitalizations, staged investments, holding company formations, and other multi-step transactions therefore require careful review to determine whether, individually or collectively, they may result in a transfer of 90% or more of ownership interests within the applicable three-year window. As a result, parties may face tax liability economically similar to a direct transfer even where the transaction is documented entirely as an equity transaction.
• Realty transfer tax exposure can meaningfully affect both transaction structure and overall deal economics. This often requires early alignment among deal participants regarding how ownership interests will be transferred and over what timeframe, particularly in sponsor-led recapitalizations or investments involving new equity partners. Where ownership changes occur in stages, or where post-closing transfers are contemplated, the timing and sequencing of those changes may be just as important as the ultimate ownership outcome for purposes of the realty transfer tax analysis. 
• Documentation also plays a critical role. Governing agreements, side agreements, and economic understandings among the parties can all inform how a transaction is viewed for realty transfer tax purposes. Even where a structure appears to remain below statutory thresholds at closing, subsequent events or prearranged transfer mechanics may create exposure if they suggest that the ownership shift is part of a single integrated transaction.

Accordingly, realty transfer tax considerations are best addressed alongside other core deal issues at the outset of any acquisition, recapitalization, or restructuring involving Pennsylvania real estate holdings rather than as a post-structuring tax footnote. Early assessment of potential realty transfer tax exposure can help parties:

• avoid unexpected and unintended transfer tax liability,
• reduce unnecessary transaction costs and professional fees,
• minimize the need for costly post-closing restructuring or corrective planning, and
• improve the parties’ ability to negotiate and allocate tax risks as part of the broader deal economics.

If you are considering an acquisition, recapitalization, or restructuring involving Pennsylvania real estate holdings, our M&A team can help assess potential realty transfer tax exposure and related structuring considerations. Please contact us to discuss how these rules may apply to your anticipated transaction.

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Recent surveys show more than 50% of American adults are using AI. From a business perspective, companies looking to leverage this technology must do so strategically and with great care, as there are regulatory, intellectual property, privacy, and other legal challenges to consider, as well as industry-specific risks and challenges. Our attorneys can help you navigate this important and quickly evolving terrain with our understanding of artificial intelligence law.

How businesses are using AI

Some commons ways businesses are already using AI include:

• Contracts – AI can help improve efficiency when it comes to contract management, drawing from a library of templates and clauses, comparing previous versions, eliminating errors, and creating an audit trail to show changes; however, while AI can be a really useful starting point for contracts, it shouldn’t be your endpoint.
• Intellectual property – depending on what services or products you offer, AI may be baked into your innovation processes.
• Customer data and service – along with trends and data analysis, marketing departments often rely on AI to improve the customer experience, ensuring they are engaged at every touchpoint.
• Employment/HR – employers benefit from AI tools to help rank and score candidate resumes, as well as predict talent needs and growth opportunities; however, without proper implementation and maintenance, there is a risk that the use of these tools may result in an employer’s violation of federal and state anti-discrimination laws.
• Media – especially on social platforms, businesses may use AI for monitoring responses, generating social ads, and suggesting content based on user interaction and sentiments
• International Business – for companies looking to expand globally, AI can help reduce overhead costs especially from importing and exporting good and decreasing cybersecurity risks.

The benefits of AI are apparent. Businesses can utilize AI to streamline processes, reduce manpower, and inform business strategies. Several service-driven business sectors like marketing, IT, finance and healthcare are embracing AI to help enhance their capabilities. While some employees and workers in these sectors find AI threatening, more often than not, it presents an opportunity for humans to harness the power of AI in a collaborative manner.  Utilization of a tool as powerful as AI can raise several important legal questions, though.

Understanding Artificial Intelligence Law

If your business utilizes AI, you should also seek to understand its risks and legal implications. Some considerations include:

• Trust and accountability – when a human inside a corporation commits fraud or embezzlement, they are criminally charged for decisions they made and action they took; when an AI-powered system is responsible for similar activities, where does the liability fall?
• Governance – just as AI is still evolving, so are governance policies regarding how to monitor and control its activities; truly understanding the AI your company is adopting will help ensure your ability to govern it from development to deployment, especially as ISO standards for AI are still under development.
• Compliance – human interactions are at the root of AI training and algorithms can fail; businesses ought to regularly validate AI models through ongoing monitoring and analysis of outcomes to help ensure consumer protections remain in place.

Ethics is at the heart of each of these areas. As our society continues to learn about and embrace AI, there is concern about how the respect of human values is or is not embedded within the algorithms of a machine. Beyond that, how these ethics and values play out in the decisions and actions of AI systems is still being studied.

When it comes to artificial intelligence law, it’s important that businesses utilizing these technologies be able to demonstrate through documentation how they integrated AI into various business procedures, as well as maintain and follow policies that monitor use.

The Federal Trade Commission (FTC) continues to make programmatic advances to protect consumers when it comes to AI use. Businesses should be mindful of proposed and finalized FTC rules to maintain compliance.

Business legal support for AI use

AI is a helpful technology that can be successfully implemented by a company when properly harnessed by humans. With the growing adoption of artificial intelligence, there are also growing legal liabilities. At the end of the day, the onus is on those who create, install, and use the technology.

At FLB, we have been here growing alongside our clients for over 35 years. Our attorneys are here to help our clients using or considering AI ensure best practices and legal protections are in place.

While we embrace new technologies, we pride ourselves on practicing law with a human touch.

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Facing a legal issue? While it might be a gut reaction to plug your problem into your favorite AI platform for advice, STOP. A recent legal case created precedent when it comes to using AI for communicating with an attorney, i.e. attorney-client privilege. See how sharing key legal data with AI can impact attorney-client privilege. 

What is attorney-client privilege?

Attorney-client privilege is a legal protection that keeps communications between a client and their attorney confidential, preventing disclosure to third parties, including during discovery or in response to a subpoena. Its purpose is to encourage open and honest discussions so attorneys can provide effective legal advice. 

At its core, attorney‑client privilege is designed to foster open and honest communication between clients and their attorneys. This protection ensures that clients can share all relevant information, enabling attorneys to provide the best possible legal advice without concern that these discussions might later be revealed to an opposing party.

This privilege can be waived both by affirmatively waiving it or through the client’s actions.  Once privilege is waived, it may be lost permanently. Courts may not permit parties to reclaim privilege, even if the disclosure was accidental or resulted from a misunderstanding of technology.

AI can waive attorney-client privilege

AI users beware: AI is one such technology which can unknowingly waive attorney-client privilege. Why? Most public generative AI platforms do not provide a confidential environment. Information entered may be stored, reviewed, or utilized by the service provider according to its terms of service—effectively sharing it with a third party.

Sharing privileged information with a third party typically waives attorney‑client privilege. Courts analyze disclosure to AI platforms the same way they analyze disclosure to any non‑lawyer. The technology does not change the doctrine.

Generative AI is not a lawyer

Interactions with a public AI system—including those involving legal strategy or exposure—do not constitute communications with counsel and therefore are not protected by privilege.

In United States v. Heppner, a federal court in the Southern District of New York addressed, for the first time, whether documents generated through a public AI platform were protected by attorney‑client privilege or the work‑product doctrine. Here is a summary of the case:

• The defendant used a public generative AI tool (Claude) after becoming the target of a criminal investigation to analyze his legal exposure, outline defense strategies, and prepare legal arguments based on facts and law.
• The defendant subsequently provided the AI‑generated documents to his attorneys, and when they were sought by the other party they asserted that the documents were privileged since they had been created to seek legal advice.
• The court rejected that argument and ordered the documents produced to the government.

Analysis of this case infers that judges will “consider how privilege can operate to promote effective collaboration between clients and attorneys in this age of AI.” Courts will apply established privilege rules to new technologies—and recent case law demonstrates they will not hesitate to find waiver when confidentiality is compromised.

Using AI for legal issues: a how-NOT-to guide  

Similar to guidance given to attorneys on using AI for work product, clients need to be equally cautious. 

If you are facing a legal issue that requires legal counsel, here are three things to remember: 

1. Uploading attorney memos, strategy documents, or legal advice to a public AI platform risks waiver of privilege—even if the goal is merely to summarize, rewrite, or “pressure‑test” arguments. Do not upload correspondence, legal memoranda, draft pleadings, internal investigations, or attorney communications into consumer AI tools without explicit direction from your attorney.
2. A document does not become privileged simply because it is later sent to a lawyer.
3. Even copying language received from counsel into an AI prompt can waive privilege if it reveals legal advice or counsel’s analysis to a third party.

In short, approach public generative AI platforms as public forums, not private workspaces. And more importantly, consult counsel before using AI tools in connection with legal matters, particularly investigations, disputes, regulatory issues, or transactional strategy.

In this age of AI, please press pause on entrusting your legal concerns to Claude or any other AI platform. Connect with trusted counsel and let a licensed professional help you build a path forward. 

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For many private business owners, their ultimate “exit strategy” may involve the potential sale of their business to a third party. If you think that you may sell your business, then it is important that you begin to prepare for that possibility now. By making certain strategic decisions, you can make your company more attractive to potential buyers, ultimately helping you maximize the valuation of your company. If you wait until your company has “gone to market”, then you may have unknowingly limited your options and reduced the value that you might have otherwise realized on such a sale.

There are any number of steps that you, as a business owner, can take to help prepare your company for sale, including, but not limited to, the following:

Get a sense of what your business is actually worth

It is important that you have reasonable expectations as to what your business may actually be worth to a third-party buyer. Most businesses are valued based on some multiple of its earnings or EBITDA (Earnings before interest, tax, depreciation and amortization). In order to determine the value of your business, you should engage a reputable valuation expert.  Even if you are confident that you know the value of your business, having a third-party report can provide significant help in negotiations.

Going through an evaluation process also provides an opportunity for an objective assessment of the company, including identifying its strengths, weaknesses, opportunities, and threats. Once you have this information, it becomes easier to focus your resources on making improvements.

Make sure that your legal affairs/documents are in order

Ensure legal documentation is up to date and in compliance, for the following:

• internal organizational documents
• corporate books/records
• any permits, licenses, or other similar authorizations

Failure to comply with the required corporate formalities (including properly documenting Board and Shareholder approval of key transactions or maintaining necessary governmental approvals), could result in a decreased valuation.

If you have concerns about lack of recordkeeping, here are three steps to take to help get your business in order:

• Document your policies and procedures so that whoever takes over will immediately know how to run the business.
• Identify and eliminate any potential legal matters (vendor complaints, employee claims, etc.).
• Ensure that key contracts are assumable/transferable upon sale

Establish a solid management team

Build the business to run without you.

It is important to remember that a buyer will be purchasing a business, and that business needs to be able to continue to thrive once you are gone. Therefore, prospective buyers like to see a strong supporting management team. This indicates that the business has the necessary structure in place to continue to flourish post-acquisition. 

In addition to building a strong management team, you should consider investing in systems to track key metrics.

Organize your finances

Some common mistakes that many business owners make are maintaining sloppy books and mixing business and personal expenses. Accordingly, in advance of selling your business, you should make sure that your tax returns, financial statements, and other documents have been properly prepared and reviewed/audited by your accountant or other relevant professional advisors.  You also will want to find ways to increase profitability and create efficiencies as those will drive up the valuation.

It is crucial that you have strong financial statements and can readily present a clear and accurate picture of the financial health of your company to a prospective buyer.

This may require, for instance, maintaining a “normalized” balance sheet. For example, if you are paying too much (or too little) rent to an affiliated entity that can affect the overall financial picture that your financial statements might otherwise present to a prospective buyer. Monetize redundant or under-used assets, and focus on spending and expense control opportunities.

Evaluate your customer relationships/customer concentration.

All Buyers want to reduce their transactional risk. One way they like to do that is typically by targeting companies that have a broad customer base with little customer concentration, as that reduces the harm that the loss of certain customers will have to the overall revenue of the business. For example, if a business only has one (1) customer that would significantly suppress its enterprise value as the loss of that customer would effectively eliminate the revenue stream.

Buyers also like to acquire businesses that have some stable “re-occurring revenue”, because that further reduces the financial risks associated with the M&A transactions. For example, having signed service/maintenance contracts with customers and/or being on approved “bid lists” provides potential buyers with some assurances that those customers will be retained following the completion of the transaction.

Lock down key employees

Make sure that all key employees have signed employment agreements that contain non-compete agreements, non-disclosure provisions and, if applicable, assignment of invention provisions. Buyers will want to have some assurances that any key employees will not simply leave and join a competitor.

The attorneys at Fitzpatrick Lentz & Bubba have extensive experience advising clients on a wide variety of business matters, including mergers, acquisitions and other forms of business transactions.

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Does your business have an exit strategy? M&A preparation is needed to help you be successful in conversations with prospective buyers and to achieve your goals. If done right, selling your business can lead to long-term wealth for you and your family. Learn how to position your company well now and for the future.

M&A preparation tip #1: tell a story; sell a strategy

Now in its 17th season, ABC’s hit show Shark Tank presents a mix of aspiring and successful business owners seeking investment and counsel of several experienced financiers. With just a minute or two to pitch their ideas and entice the investors, contestants looking to make a deal must hone their stories and present sound business strategies to solicit offers. The same goes for those looking to sell their business. Here’s how:

• Tell a story – how did your business get started? Where did you go right? Wrong? Draw your buyers in with the details of your origin story and catch them up to this selling moment. While an M&A transaction is principally about financials, both parties involved are human – the ability to connect through a well-crafted narrative is a powerful M&A tool.
• Know your worth – part of your story must be the numbers. If the acronym EBITDA (earnings before interest, tax, depreciation and amortization) means nothing to you yet, make it part of your vocabulary with an expert business valuation. Having a sense of your worth, especially in context of today’s market, gives potential buyers a clear picture of the opportunity in front of them. What’s in it for them?
• Share a vision – having a long-term roadmap of your business displays your ability to strategize and paint a picture of the future. Showcase a deep understanding of your industry, as well current and future customers, to help prospective buyers see the potential for growth.

In short, M&A preparation means brushing up on your presentation skills and demonstrating why your business is ripe for a sale. The right mix of numbers and narrative invites buyers to the table and makes a sale palpable.

M&A preparation tip #2: get your house in order

Expect your prospective buyers to do their due diligence with a lookback period of at least three years. Be prepared to show key documents like:

• Financials – where’s the money? Organize profit & loss statements, asset values, balance sheets, and cash flow statements to show the financial health of your business.
• Accounting/tax/legal – business formation documents, employment/vendor/customer contracts, tax records, and any intellectual property like patents, trademarks, etc. should be made available and used to help assess value.
• Business – beyond where your company’s been, where is it going? Share marketing plans, competitive and industry analyses, R&D efforts, and other insight documents about your key stakeholders to let buyers know the people driving your business.
• Operations – how does your business run? Give buyers a look into your key team members, reporting structures, and physical spaces, being prepared to offer facility tours.

It’s important to review your records before turning them over to identify mistakes and inaccuracies. Be sure to disclose any document discrepancies or issues to your M&A attorneys and financial advisors and seek to fix and/or explain them before documents are turned over to prospective buyers. If there are skeletons in your closet, it’s time to get them out.

M&A preparation tip #3: maximize your purchase price

In a down market, interest rates are high and getting financing can be difficult. Sometimes sellers must get a little creative to make the sale but not sell themselves short. If you’re not seeing eye to eye with a buyer on valuation and upfront cash offers, consider an earnout. Earn-outs are paid out after your closing date based on future success of the company. Ask your M&A attorney if this may be appropriate for you and incentivizing for your buyer.

A taxation attorney may also help you with the allocation of the purchase price for your business. Always seek to maximize your purchase price by negotiating how your assets are being allocated, typically in one of four ways, each with its own tax rates and implications:

• Inventory
• Furniture, fixtures & equipment (FFE)
• Intangibles (including non-competes)
• Goodwill

As a seller, you’ll want to seek to allocate a large portion of your sale price as goodwill – often those intangible assets like company brand, reputation, customer lists, etc. – to reduce tax liabilities for you, while still meeting the buyer at their desired price point. Seller and buyer records should match when it comes to filing with the IRS to avoid audits, so be sure to broach this early and come to agreement.

M&A preparation tip #4: pick the right advisors

Selling your business is likely a complex opportunity. Having the right partners in place from a legal, accounting, tax, and financial planning perspective will help ensure your sale is successful and fitting for your current and future goals, as well as preserves your wealth.

Our experienced Mergers & Acquisitions team is here to help you with M&A preparation, navigating the intensity and intricacies of your transaction. The broad range of services offered by FLB contributes to our M&A team’s ability to work efficiently and cooperatively with our other practice areas, including real estate, estates, employment and taxation, to provide appropriate “one-stop shopping” for all of our clients’ M&A needs.

The post Four Seller Tips for Successful M&A Preparation appeared first on Fitzpatrick Lentz & Bubba, P.C..

This year, eight FLB attorneys have been named to the Pennsylvania Super Lawyers list, including three attorneys earning recognition as Rising Stars—an honor reserved for top up-and-coming attorneys in the state 40 or younger or in practice for 10 years or less.

Each year, no more than 5% of lawyers are selected to Super Lawyers, and just 2.5% are named Rising Stars. These distinctions reflect not only professional achievement, but also the respect our attorneys have earned from their peers across the legal community.

We congratulate the following attorneys on this well-deserved recognition:

Pennsylvania Super Lawyers

• JOSEPH A. FITZPATRICK, JR.
• CATHERINE E. N. DURSO
• JACOB M. SITMAN
• DOUGLAS J. SMILLIE
• LAUREN L. SORRENTINO

Pennsylvania Super Lawyers – Rising Stars

• GRETCHEN L. GEISSER PETERSEN
• ANTHONY P. “SONNY” BELTRAMI
• BENJAMIN J. STORMS

This is a repeat honor for Joe, Kate, Jake, Doug, Lauren, Gretchen and Sonny. Ben is celebrating his first time making the list.

Super Lawyers, part of Thomson Reuters, is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high degree of peer recognition and professional achievement. The annual selections are made using a patented multiphase process that includes a statewide survey of lawyers, an independent research evaluation of candidates and peer reviews by practice area. The result is a credible, comprehensive and diverse listing of exceptional attorneys. For more information about Super Lawyers, visit SuperLawyers.com.

At FLB, we’re proud to build a team that delivers exceptional results for our clients, and even prouder to see that work recognized year after year.

Congratulations to this year’s honorees!

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When do I need an estate planning attorney? There is no “right” time to take care of your estate planning. Every adult can benefit from typical estate documents—a Will, durable Power of Attorney for finances and Health Care Power of Attorney for medical decisions—as they are fluid and can evolve and grow with you as your circumstances in life change. Check out these key life moments in which an estate planning attorney can help you achieve peace of mind as you unlock key life milestones. 

Marriage

When you get married, you will likely want to put estate planning documents in place to ensure that your assets are transferred to your new spouse upon your death. Consider this complementary to a prenup agreement.

It is often assumed that one’s spouse would receive all assets upon death; however, state intestacy laws may dictate otherwise. For example, in Pennsylvania, if you are married and die without a Will but have living parents and/or children, they actually inherit a portion of your estate. Let’s illustrate this scenario with an example: Alex and Brad married five years ago. Since then, they have had two children, Carly and Dylan. Brad died unexpectedly, before finalizing his estate plan. As a result of dying intestate, Alex inherits the first $30,000 of Brad’s estate, and one-half of the remaining intestate estate. It should be noted that the “intestate estate” does not include beneficiared assets, as those will pass according to their designations. 

Beyond just your Will, you may want to ensure that your spouse is specified in the following documents:

• as your Agent for Power of Attorney documents to make decisions about your finances and/or property
• as your Agent for a Living Will/Health Care Power of Attorney to make medical decisions should you become incapacitated; alternatively, you may want to select someone else to fill this role if you’re unsure your spouse can handle that responsibility/potential emotional overwhelm
• as Executor of your estate under your Will; again, if you feel they are the best fit for this role
• as beneficiary on retirement plans and accounts like a 401k, life insurance, pension, IRA, etc. 

Being newlyweds is an exciting time, but don’t let the glow of your love be overshadowed by an untimely passing and posthumous headache for your spouse. 

Birth of first child 

Whoa, baby! Upon the birth of your first child (and any subsequent children), you may wish to change contingent beneficiaries under your Will if your spouse (or partner) is not available to receive assets. If your assets do not pass to your spouse, they could pass equally to your child or future children instead.  

You should also update (or create) your Will to name a guardian for your child or children while they are minors, in case both you and your spouse pass before your children are adults. In absence of naming a guardian, the court will likely grant guardianship to your parents, siblings, or in-laws. Not content with these choices? Be sure to document your wishes or perhaps a “people to avoid” list in your Will. 

Single or divorced parents should also consider documenting their wishes as to custody and distribution of assets. Single parents may have to take additional steps to prove they are a child’s parents and/or obtain custody rights. 

Some parents also set up a Trust to provide funds stewarded by a Trustee for minor and/or special needs children. Speak to your estate attorney to see if a Trust is right for you. 

Children become adults

When your children reach adulthood, many big changes take place! One of these changes may be to your estate planning documents, where you name your children as successor Executors under your Will or Agents in Power of Attorney documents after your spouse. 

You can also update your Will to remove guardianship provisions and consider making updates to any Trusts. Have a special needs child who is turning 18 soon? You’ll need to navigate the guardianship process and petition the court to continue making medical, financial, and personal decisions. 

It’s also wise to have discussions with your adult children about creating their own estate plans and giving them a voice over their futures. 

Accumulation of assets

At any point during your life, you may accumulate various assets.  If you purchase real estate or come into significant wealth, you may want to update your estate planning documents accordingly. A major increase in wealth may necessitate new estate planning documents with more complex tax planning. 

High-wealth individuals often have an abundance of assets – real estate properties, businesses, and investment funds – that are complex to manage. Trusts, typically Revocable Trusts, offer distinct advantages in terms of management and minimizing involvement of local courts. 

Retirement estate planning

As you near retirement, there are several ways you can update your estate documents to reflect this next phase of life. Often in conjunction with a financial advisor and estate attorney, you are combining managing assets for income during your lifetime with structuring their transfer to beneficiaries to minimize taxes and avoid probate upon your death. 

At this phase, you may also have welcomed grandchildren and will want to consider setting aside an inheritance for them. Have a vacation home? You may face a decision: gifting during your lifetime or upon death. An attorney can advise on utilizing Trusts or even setting up an Limited Liability Companies (LLC) to avoid probate, reduce taxes, and manage ownership disputes among beneficiaries. 

Perhaps you only ever had a Will and saw no need to establish a financial Power of Attorney or Living Will. Now is the time to authorize trusted individuals to make decisions if you become incapacitated, while you still have your health and faculties. Live life to the fullest when you know your wishes are being honored. 

Estate planning support for all of life’s changes

Even beyond these milestones, there are life circumstances which may prompt estate planning updates: 

• Death of a spouse, child, Agent or other beneficiary
• Divorce, yours or adult children (impact beneficiaries)
• Moving to a new state or out-of-state real estate purchases
• Remarriage/blending of families 
• Changes in health, i.e. diagnosis of a serious illness 

Outside of these happenings, it’s generally recommended to review your estate plan every five to ten years to ensure it remains up to date. “Set it and forget it” is not a wise strategy! Life gets busy and making the time to sit down and create an estate plan can feel overwhelming. Working with an experienced estate planning attorney can help ease this burden and ensure that no matter what pops up on your timeline, you can live confidently knowing you’ve protected who and what matters most.

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Over the last few months, you’ve probably heard about the “One Big Beautiful Bill” (OBBB, “the Act”), but you might not know how it affects you, your estate plan, or your business.

The Act was signed into law on July 4, 2025. It makes permanent many pieces of the 2017 Tax Cuts and Jobs Act that were set to expire in 2026. This looming expiration date caused significant uncertainty and prompted many individuals to consider updating their estate plans. So, what should you do now?

Check out these eight key impact areas of the OBBB and steps to take should your livelihood or business have opportunities or consequences.

Federal Estate Planning and Tax Consequences

Federal Estate Tax planning may not be needed if one’s taxable estate does not exceed the “exclusion” or “exemption” amount. In 2026, the OBBB increased the exemption amount at death and/or for lifetime gifts to $15,000,000 per individual and $30,000,000 per couple, indexed for inflation. Those below the exemption will not owe Federal Estate Tax at death, with a rate of 40% if tax is owed. 

The Act also increased the Generation-Skipping Transfer Tax (“GST”) exemption to $15,000,000 per person, allowing increased wealth that can pass to grandchildren and more remote descendants. Additionally, the Act maintained “portability” between spouses, which allows a surviving spouse to inherit any unused exemption (there is no portability for the GST exemption).

For many people, these increased exemptions mean simpler estate plans. Nonetheless, high-net-worth individuals and families can use certain estate planning and tax strategies wisely to minimize death taxes. An estate planning attorney can help determine which ones are right for you!      

Gift

The gift tax annual exclusion remains at $19,000 per individual, per donee, and $38,000 per couple. For larger gifts, a taxpayer would file a Federal Gift Tax Return. 

529 Accounts

529s are common tax-advantaged accounts for education-related expenses. Under the Act, the class of qualified higher education expenses expanded, allowing more such expenses to be paid from these accounts. The growth of 529 assets is generally tax-free, providing significant advantages to account owners.

SALT Maximums

The Act increased the State and Local Tax (SALT) deduction to $40,000 per household, allowing individuals with high state/local tax burdens the opportunity to deduct these taxes from their gross income. Under the previous law, the deduction was capped at $10,000.

Charitable Giving

Taxpayers will only receive a tax deduction for charitable gifts exceeding 0.5% of adjusted gross income. This means it is useful to combine multiple gifts into a single tax year rather than making consistent, smaller gifts.

Business and Income Tax Changes

The Act has also had a significant impact on businesses and business owners. 

Tax rates from the 2017 Tax Act were permanently reduced for individuals under the current Act. These reduced rates also apply to pass-through entities. The Act made permanent a 20% deduction for certain pass-through entities’ domestic profits. This applies to many LLCs, S corporations, and sole proprietorships. As for C corporations, the Act increases benefits and deductions for qualified small business stock. Investing in small businesses can be advantageous because the Act permits certain gains from selling qualifying shares to be tax-free.  

Expensing Capital Investments

The Act allows business owners to expense capital investments such as business equipment. It makes permanent a 100% bonus depreciation rate for qualified property assets acquired or utilized by January 20, 2025. Eligible equipment, assets, and machinery can be written off in the year of purchase rather than over multiple years.

Research and Development Costs

The Act allows business owners to immediately deduct 100% of their domestic R&D expenses. This portion of the Act may apply retroactively to expenses beginning January 1, 2025. 

Although the Act is now permanent, its terms may change in the future under a different political environment. Families, individuals, and business owners can plan for their futures knowing there is no “sunset” to the current law. Still, they should keep in mind that changes to the tax laws can and will occur in the future.

Reprinted with permission from the Spring 2026 Edition of Network Magazine© 2025  All rights reserved. Further duplication without permission is prohibited. 

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