Corporate Law

/Corporate Law

Corporate Law Update – Email Habits for the Wise: Tips to Avoid Turning Email into a Smoking Gun Exhibit

The worldwide population sends and receives billions of emails each day. With increasing hacks and malware attacks, organizations today for good reason focus much of their risk management efforts on shielding against external threats.  However, inappropriate email use by an organization’s own employees can be equally destructive when the organization is involved in litigation or [...]

Corporate Law Update – Pursuing Outside Funding: Don’t Get Stumped!

When start-up and emerging growth companies pursue professional investors for equity funding such as venture capital or angel finance, they should be prepared for certain inquiries that these investors will typically make. Even though these questions should be anticipated, many companies are often not adequately prepared to respond, which lowers their chances of obtaining funding. [...]

Corporate Law Update – New Federal Overtime Rules Are Gone For Now – What’s Next?

On August 31, 2017, a federal district court in Texas granted summary judgment in favor of fifty-five business groups and twenty-one states that sought to enjoin Obama-era changes to overtime pay rules.  Those changes would have more than doubled a salary level threshold for common “white collar” overtime exemption categories and impacted an estimated 4.2 [...]

Intellectual Property Law Update: September 2017

Fall: time for baseball playoffs, NFL season in high gear … and IP-related profit opportunities such as: Considerations when addressing requests for assumption of IP licenses by bankrupt companies; Ramifications of US Supreme Court case allowing ‘disparaging’ trademarks; How a Privacy Shield filing can help you meet your GDPR obligations; Uber and privacy policies!! Your [...]

Incorporating in Delaware and Taking Advantage of the Delaware General Corporation Law

The decision of where to form a corporation or limited liability company is based on several factors, including location of assets and operations and owner/investor preference.  Meanwhile, selecting a jurisdiction for a new subsidiary in a complex corporate structure may be driven primarily by tax concerns. Additional considerations, such as exchange listing obligation, may impact [...]

Corporate Law Update July 2017: Sweepstakes, Contests and Giveaways 101

Avoiding Illegal Lotteries Sweepstakes and other promotions are great marketing tools; however, they are highly regulated by both federal and state law.  The most basic rule in promotion planning is to avoid having your promotion be deemed a lottery since only state governments can hold lotteries.  A promotion is considered a lottery (and thus, illegal) [...]

Corporate Law Update – LLC’S AND S-CORPORATIONS: PASS-THROUGH ENTITIES FOR START-UP COMPANIES

One of the many important decisions that a startup faces is the type of legal entity to form. In many cases the decision is made without much thought – “my friend formed an LLC for his business so I will, too.” However, this lack of proper consideration can lead to choosing the wrong form of [...]

Earnouts: Bridging the Valuation Gap in Mergers and Acquisitions

An earnout is a mechanism used in business acquisitions that allows seller to receive additional post-closing payments over time depending on the performance of the company, business unit or asset transferred to buyer (the “Acquired Asset”). Earnouts allow a transaction to move forward when seller places a higher valuation on the Acquired Assets than buyer.Generally, [...]

Corporate Law Update March 2017: Your Honey-Do List—Identifying and Avoiding Sexual Harassment Claims

While executives do not want to think that sexual harassment exists in their companies, the sad fact is that sexual harassment can plague any organization. Just look at the headlines surrounding Uber as allegations of sexual harassment surface. So what can you do as a well-meaning, law-abiding employer? Well, first you have to understand what [...]