Foreign Entity Qualification Requirements: New York, Florida, and Massachusetts
For many founders, business formation in Delaware is preferrable regardless of where the business plans to operate. There are many reasons for that, including preferable corporate taxes, business friendly laws and regulations, and favorable legal precedent. It can also be beneficial to form in Delaware because so many entities do — it makes Delaware like…
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Closing with Confidence: Representations and Warranties Insurance in M&A
Representations and warranties insurance (RWI) has become an increasingly common feature in mergers and acquisitions (M&A) transactions, serving as a risk management tool for both buyers and sellers. RWI facilitates deal-making by offering protection against financial losses arising from breaches or inaccuracies of the representations and warranties made by the seller in the transaction documents,…
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Survival Periods and Delaware’s Statute of Limitations in M&A
Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and their clients alike favor both increasing efficiencies and achieving predictability in how deal documents would be analyzed if there is ever a dispute. As a…
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What Texas Court’s Decision on Non-Competes Means for Businesses
The Federal Trade Commission’s (FTC) ambitious attempt to implement a nationwide ban on non-compete agreements (with limited exceptions) has hit a significant legal roadblock. On August 20, 2024, U.S. District Judge Ada Brown of the Northern District of Texas issued a ruling that permanently enjoins the enforcement of the FTC’s proposed ban on a nationwide…
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Maximizing Value: The Art of Purchase Price Allocation in Real Estate Deals
When a business is sold, the most important overall aspect of negotiations between a cautious buyer and determined seller may be due to the agreed-upon purchase price for the business. However, when the buyer is purchasing just the assets of the business, the allocation of the purchase price among its various assets is necessary for…
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Land Use Challenges Showcase What’s There for the ‘Taking’
The Fifth Amendment of the U.S. Constitution provides that “No person shall be… deprived of life, liberty, or property, without due process of law; nor shall private property be taken for public use, without just compensation.” Nearly 100 years later, the Constitution was amended after the Civil War to include the Fourteenth Amendment, which created…
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2024 Employment Law Updates: Discussing FTC, NLRB, and Pay Equity Matters
As we move into the latter half of 2024, several notable changes are shaking up employment law across the U.S. The Federal Trade Commission (FTC) is preparing to enforce a new rule banning most noncompete agreements starting September 4, though its implementation is currently facing some legal hurdles. The National Labor Relations Board (NLRB) recently…
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For Founders, Raising VC Funds Comes From Being in the ‘Know’
We have previously written regarding founders’ choice of entity decisions as well as a number of tips for entrepreneurs to keep in mind as their businesses begin to operate and grow. But for those founders who have eyes on raising additional capital through Series funding rounds, there are additional considerations to navigate before making those…
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Estate Planning for Your Real Estate Business: Tips to Preserve Value
Real estate business owners face unique challenges that many business owners in other industries do not experience. The real estate market climbs and falls, contractor fees and material costs rise with inflation, and high interest rates can destroy the profitability of a real estate portfolio. These added complexities mandate more complex planning for ownership and…
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Fifth Circuit Puts the Brakes on SEC’s Private Fund Rules: What’s Next For Private Fund Advisers
In a continuation of recent court decisions overturning the rule-making authority of federal agencies, a recent decision by the U.S. Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s (SEC) Private Fund Adviser Rules (the “Rules”), which had been adopted in August 2023. The Rules were aimed at increasing regulatory requirements…
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