Client Update
Capturing the Sun: State Prompt Payment Acts’ Effects on Solar Construction
As the energy sector continues to expand, developers and contractors looking to expand their footprint are crossing state lines to construct energy projects. This is a good strategy for applying the same, successful strategies to a broader prospective customer base. However, while there are issues faced uniquely by energy project developers, the construction contracts for…
Read MoreLease Guarantees: What Landlords Should Know When Negotiating
While landlords prefer tenants with the strongest financial positions to sign leases, they may sometimes accept a “shell” entity — created solely to operate the business at the leased premises — provided that an upper-tier entity with substantial assets or the tenant’s principals sign a lease guarantee. A lease guarantee, if enforceable and signed by…
Read MoreLLC’s Failure to Execute Operating Agreement Opens Legal Trapdoor
While entity distinctness is a bedrock principle of corporate law, it may often appear redundant and unnecessary for a limited liability company (“LLC”) to sign its own operating agreement. That was likely the thinking of the two co-members at the center of the dispute leading to the recent appellate decision from New York, Wythe Berry…
Read MoreFlorida Divorce Ruling on Personal Goodwill Could Impact Other States
In early July 2024, Florida enacted a significant amendment to its equitable distribution statute, particularly concerning the treatment of personal goodwill in divorce proceedings.[1] These changes, coupled with the pivotal case of Rosenberg v. Rosenberg,[2] have profound implications for divorce settlements both within Florida and potentially across the United States. Understanding Goodwill in Divorce Proceedings…
Read MorePost-Closing Incentive Structures for Key Management in Private Equity
If you own or manage a company that a private equity firm is looking to acquire, and you plan to stay on after the closing, you’ll likely need to negotiate two key points: rolling over some or all of your equity and determining the incentive compensation you want to receive. In most acquisitions, but particularly…
Read MoreVibe Check on TikTok: Legal Changes May Force App to Take the L
The future of TikTok is on the table in the United States. As has been widely covered, in April 2024, Congress passed the Protecting Americans from Foreign Adversary Controlled Applications Act (the “Act”), which conditionally banned TikTok in the U.S. should its parent company, ByteDance Ltd., fail to divest its ownership in the U.S. version…
Read MoreCorporate Transparency Act Deadlines Extended: What Businesses Must Know
The nationwide injunction against enforcement of the Corporate Transparency Act (“CTA”) and its beneficial ownership information (“BOI”) reporting rule under 31 CFR 1010.380 (the “Rule”) has been stayed pending appeal, and the case expedited to the next available oral argument panel. On Dec. 23, the Fifth Circuit Court of Appeals issued an order in the…
Read MoreThe Tax Implications of Divorce: Alimony, Child Support, IRAs and More
Divorce is a complex and emotionally charged process that also brings substantial financial considerations, with three of the most significant financial aspects of a divorce being alimony (spousal support), child support, and property division under Internal Revenue Code (“Code”)[1] Section 1041. Understanding the tax implications of these decisions is critical, as they can significantly impact…
Read MoreThe ABCs of AIA Contracts: Legal Considerations
Whether you love them, hate them or this is your first-time hearing of them, the AIA form document set, created by the American Institute of Architects (AIA), are the most widely used forms in the construction industry today. AIA construction documents were intended to ease contract negotiations and the compliance process. The purpose was to…
Read MoreInjunction Halts Enforcement of Corporate Transparency Act: What’s Next?
On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction temporarily blocking enforcement of the Corporate Transparency Act (CTA) and its reporting rule (Reporting Rule). This ruling effectively halts the requirement for reporting companies to disclose beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN)…
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