The key to a successful construction project often lies in how much work you do long before the first shovel of dirt is turned. But where should an owner or developer focus their time and resources for the best possible...more
After a transaction closes, sellers often wonder: when can all proceeds be distributed and the selling entity be dissolved? This question can be complicated, particularly where there are surviving representations, warranties,...more
While the “spring cleaning” that typically comes to mind involves gardening, cleaning off the golf clubs or power washing, it is also an ideal time for business owners to take inventory of their corporate records, governing...more
In a lightning-fast response to the recent ruling in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co., the Delaware State Bar Association’s Council of the Corporate Law Section has proposed an amendment to the...more
The IRS’s Office of Chief Counsel recently published a memorandum providing information for cannabis companies struggling to comply with the completion of Form 8300, which must be filed every time a company receives a cash...more
In many ways, the labor market is as competitive as ever. Businesses continue to explore compensation packages, in addition to ordinary salary, that will help them attract, hire and retain talent. One method of compensation...more
Acreage dedications in midstream oil and gas contracts have been subject to considerable scrutiny and legal debate in recent years. This article provides an overview of the current state of acreage dedications, examining key...more
The liquidation of a company is a pivotal process governed by legal regulations in the UAE. Understanding the intricacies of liquidation proceedings is essential for stakeholders involved in company dissolution. Federal...more
On March 1, 2024, Judge Liles C. Burke of the U.S. District Court for the Northern District of Alabama ruled that the Corporate Transparency Act is unconstitutional in National Small Business United v. Yellen, No....more
Observations from Two of SoCal’s Leading Transaction Attorneys- What can buyers and sellers expect from the M&A market in 2024? Procopio Mergers & Acquisitions and Strategic Joint Ventures leaders Paul Johnson and Jason...more
Securing federal contracts can be a game-changer for small businesses, offering opportunities for growth and stability. The Small Business Administration (SBA) is crucial in facilitating these opportunities by setting size...more
You've set your business up with the Secretary of State. Now it's time to look inward and say, what do we need to properly run this business? Having governance documents in place, such as a shareholder agreement, is...more
Many successful legal agreements begin with the term sheet; a document listing the key points of the business deal that has been struck between the parties. A deal point can be as simple as the purchase price, although with...more
Business leaders and risk managers should always be prepared for the worst. As of October 11, 2023, the United States already experienced 24 separate “billion-dollar” weather and climate disasters in the calendar year,...more
New York Governor Cathy Hochul recently vetoed a bill that would have enacted a sweeping ban on non-competition covenants amidst increasing opposition from business groups cautioning that the legislation would accelerate the...more
On February 15, 2024, the New York Court of Appeals unanimously upheld the Appellate Division, First Department decision affirming dismissal of restaurant operator Consolidated Restaurant Operations, Inc.’s (CRO) complaint...more
In 2022, the United States experienced 18 separate weather and climate disasters costing at least one billion dollars according to NOAA. In 2023, that number rose to 28 separate billion dollar weather events. The frequency...more
Public entities, including the state, counties, cities, towns, and other municipal corporations and public libraries, are generally exempt from taxation. Property owned by public entities is also tax‑exempt. However, when a...more
On January 24, 2024, the Securities and Exchange Commission (SEC) adopted the final rules intended to augment investor protections in initial public offerings by special purpose acquisition companies (SPACs) and in subsequent...more
On December 22, 2023, the British Columbia Securities Commission (the BCSC) rendered a decision in NorthWest Copper Corp. (Re) clarifying when parties are considered to be “acting jointly or in concert” and the appropriate...more
The expansion of the FTC’s Safeguards Rule will require businesses to notify customers and the FTC of cyber breaches that had previously been excluded from reporting requirements. Previously, only banks had been required to...more
A few years ago, Congress passed the Corporate Transparency Act, 31 U.S.C. 5336 (“CTA”), which established certain required information filings with the U.S. Treasury Financial Crimes Enforcement Network (“FinCEN”). The...more
In today’s article, we examine Eva Chen Fine Jewelry, Inc. v. Recovery Racing IX, LLC, 2023 N.Y. Slip Op. 06511 (2d Dept. Dec. 20, 2023) (here), a case involving common law fraud, New York’s lemon law and Section 349 of New...more
PreGel America makes and distributes products used in the gelato, ice cream and pastry business. But it alleges a far less than sweet experience with its former CEO, who the company says approved unauthorized personal salary...more
The recent legal clash between Daryl Hall and John Oates highlights key lessons about partnership dynamics and the necessity for a well-crafted partnership agreement. Their conflict, while centered on assets derived from...more