How Earnout Provisions Can Supply Great Value for Buyers, Sellers
Earnout provisions can be an effective tool for addressing the potential disconnect between a seller’s expectations and a buyer’s ability to pay when negotiating a business combination transaction. Earnout provisions, or contingent purchase price agreements, allow buyers to limit their upfront payment and spread the purchase price over time. From the seller’s perspective, earnouts can…
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Outside the Playground: California’s Child Privacy Act Sets Rules for Child’s Play
In his State of the Union address on February 7, 2023, President Biden affirmed his position on consumer data privacy protections and specifically his focus on strengthening protections for children. With several state data privacy acts now effective (and more scheduled later this year), compliance with the complex mesh of data privacy laws in the…
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AIA Contracts Are Especially Best Measured Twice and Cut Once
In fast-paced industries such as the construction industry, it is easy to assume that standardized form contracts provided by the American Institute of Architects (“AIA”) will prevent, rather than cause, problems further down the road. An effective construction contract will provide performance, timing standards and set forth effective remedies and risk allocation should issues arise.…
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Are Attorney Opinion Letters a Viable Title Insurance Alternative?
Title insurance is a popular form of protection for residential and commercial real estate buyers and their lenders against title-related issues that may arise after closing. It provides peace of mind for all parties involved, as it insures against a range of potential problems such as liens, easements, unrecorded deeds and other title defects. However,…
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Fractional Ownership: Education is Key to Enjoying its Value
Fractionalized ownership is a method of owning and investing in real estate for those without deep pockets or the financial support of an institutional lender. Although it is an ownership structure that has been around for a long time, it has recently gained popularity and garnered attention because such owners obtain actual ownership rights in…
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See You on the Other Side: Planning Your Digital Legacy
What happens to social media accounts when an individual dies? As social media is a growing source of revenue for individuals, from influencers to public figures, and the dominant means of how people document their lives, it is critical that people understand their rights and obligations regarding their digital legacy. For example, actor Chadwick Boseman…
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Going by the Handbook Can Be Employer’s Best Defense
Businesses are always searching for new ways to reduce liability and insulate themselves from risk, but one of the easiest and least expensive tools is often the one most frequently overlooked. Creating, promulgating, and most importantly enforcing an employee handbook is a simple and efficient way to communicate company policy and expectations to your employees…
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The Litigation of Metadata: Your Devices Are Watching You
By using our smartphones, tablets, and computers, we create and exchange a vast amount of electronic data every day, but what some may not know is that there is a whole other world of information hidden beneath the surface — “metadata.” In this article, we look into the hidden world of metadata and provide some…
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A HIPAA Privacy Notice A Day Keeps The Doctor Away (And Out Of Trouble)
The start of 2023 has brought with it significant changes to data privacy – new state laws concerning data privacy came into effect January 1 (the California Privacy Rights Act and the Virginia Consumer Data Protection Act), and other privacy laws are slated to become effective later this year (the Colorado Privacy Act, the Connecticut…
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How Renewable Energy Developers Can Maximize ITC Value in Deal-Making
On August 16, 2022, President Joe Biden signed into law the Inflation Reduction Act of 2022 (the “Act”). Among other things, the Act has notable consequences for the renewable energy industry, including restoring the production tax credit (“PTC”) and the investment tax credit (“ITC”), the former of which was established under the Energy Policy Act…
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