Corporate Law

/Corporate Law

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) [...]


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 [...]

Corporate Law Update – Pursuing Angel and VC Funding – Pitfalls to Avoid!

You’ve come up with a great idea, you’ve developed a prototype product, you’ve done customer discovery, you’ve assembled an awesome management team – Congratulations! Now you need angel or venture capital funding to continue your company’s growth. Our firm often see early stage companies waste time and money because they aren’t familiar with the capital [...]

January 2017 FisherBroyles Corporate Law Update: TCPA – Much Broader Than You Think!

CORPORATE LAW UPDATE January 2017 View as PDF TCPA – Much Broader Than You Think! Congress original enacted the Telephone Consumer Protection Act (“TCPA”) in 1991 to deal with unwanted automated calling campaigns (i.e., robocalls) that were using up consumers’ cell phone minutes in an unwanted, often intrusive manner. While the law continues to apply to traditional telephone [...]

Brazilian Conglomerate Odebrecht SA Agrees to Record-Setting Settlement in Bribery Case—Firm Set to Pay Up to $4.5 Billion

December 23, 2016 — In a lengthy statement issued by the U.S. Department of Justice (DOJ) on December 21, 2016, it was announced that Brazilian construction-industry giant Odebrecht SA (Odebrecht) has admitted to violating anti-bribery and corruption laws in a number of countries and agreed to pay between $2.6 and $4.5 billion in a deal to [...]

Dec 2016 Corporate Law Update — Free Speech Isn’t Always Free: Employer Regulation of Political Expression

FISHERBROYLES CORPORATE LAW UPDATE | December 2016 View as a PDF Free Speech Isn’t Always Free: Employer Regulation of Political Expression RECOUNT! LOCK HER UP! ABOLISH THE ELECTORAL COLLEGE! MAKE AMERICA GREAT AGAIN! During politically charged times such as the present, employers often face complicated challenges in managing workplace dialogue.  In a recent study by CareerBuilder, as [...]

FisherBroyles Partner Diem Kaelber Recognized as One of “Ohio’s Trailblazing Women Attorneys”

November 18, 2016 — FisherBroyles, LLP Partner, Diem Kaelber, has been recognized for professional excellence and selected as one of five of Ohio’s Trailblazing Women Attorneys by the Ohio State Bar Association. Kaelber is featured alongside prominent women leaders such as Ohio Supreme Court Chief Justice Maureen O’Connor and former Ohio Attorney General Betty Montgomery, among others. [...]

Text or Tele-Marketing? Need to Expand Your View of Privacy Obligations

For many businesses, privacy compliance does not involve only what you do with consumer information and whether you properly disclose your intentions. In particular, those contemplating phone or text marketing campaigns, including those tied to use of smartphone GPS data, need to be aware of the provisions of the Telephone Consumer Protection Act. Originally enacted [...]