Post-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…
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Vibe 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…
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2025 Commercial Real Estate Outlook: Projecting Where Rates Go
The Federal Reserve (the “Fed”) continues to implement policies aimed at stimulating the economy, including lowering the federal interest rate by 25 basis points in early December (for a combined decrease of 100 points since September 2024). While the U.S economy continues to soldier through a prolonged period of inflation, efforts such as the Fed’s…
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Corporate 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…
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The 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…
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When Silence Is/Isn’t Golden in Commercial Real Estate P&S Agreements
While sellers typically initiate the first drafts of commercial real estate purchase and sale agreements, some larger buyers have the leverage to require use of their own form agreements. Sellers in these situations should be aware of the effect of omission of certain “standard” seller-favorable contract terms. Inclusion of these terms is critical for sellers…
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Injunction 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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The Future of U.S. Environmental Regulation: What to Expect in 2025
While still a newly minted lawyer early in 1977, I had the good fortune to land a job with the then brand-new Rhode Island Department of Environmental Management. This coincided with the 1976 election of Jimmy Carter as President, who was more favorable to environmental protection than his predecessors. State environmental agencies address many local…
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Surrogacy, Adoption and Beyond: Your Parental Rights in Rhode Island
As the holidays approach, family is at the forefront in many people’s minds. Families come in every variety of size, color, age, gender and chaos. Some families look like the Cleavers or the Cosbys. Others look more like the Simpsons or the Tanners – and others are their own version of a Modern Family. Although…
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Predicting U.S. Labor & Employment Changes From New Administration
As with previous shifts between administrations, the upcoming transfer of power from the Biden administration to the return of the Trump administration promises to bring with it a myriad of changes, with labor and employment being among the more drastically affected landscapes. While we can only speculate as to the changes based on the Trump…
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