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Accidental Termination on Purpose? S Corp Ruling Could Be Huge For QSBS Owners

April 3, 2024

Qualified Small Business Stock (“QSBS”) is arguably one of the largest “gifts” Congress has given taxpayers by excluding from a shareholder’s gross income the greater of $10 million or 10 times the shareholder’s basis in the QSBS that was sold. With the recent IRS Private Letter Ruling (“PLR”), that exemption has perhaps become easier to…

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Should Solar Developers Pursue Community Solar? Incentives Can Be Key

March 28, 2024

With the proliferation of renewable energy and sustainable technologies, individuals of every income range have tried to find ways to benefit from the technological advances. Those who have the resources and interest may purchase an electric vehicle; those who want to minimize their carbon footprint may use more efficient heating and lighting; but those who…

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Allocating Risk in Real Estate Sales: Representations and Warranties

March 28, 2024

Although a majority of buyers in real estate transactions rely on their own inspections of property, most real estate purchase and sale agreements contain some seller representations and warranties regarding key factual matters that the buyer cannot independently verify. These representations and warranties serve as closing conditions as well as a basis for post-closing indemnification.…

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Amid Shifting Policies, Employee Handbooks Can’t Be Static Manuals

March 25, 2024

As we’ve said before, one of the easiest and least expensive tools for businesses to reduce liability and insulate from (at least some) risk, 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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Entrepreneurial Success Begins By Navigating Key Legal Lessons

March 14, 2024

As often as we hear of the success stories of entrepreneurs, we are not always as privy to the many behind-the-scenes challenges they face. We may hear even less about the legal framework guiding their entrepreneurial dreams. However, for all entrepreneurs, having an understanding of the legal landscape is essential for sustainable business growth and…

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Rent is Due: Strategies for Landlords with Financially Unstable Tenants

March 12, 2024

Even landlords who conduct in-depth analyses of tenant credit and financial health will experience some tenants who become financially unstable during the term of the lease. In an environment where replacing tenants can be challenging, many landlords should consider the potential benefits of negotiating a restructuring of the tenant’s lease obligations or offering an agreed…

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After Corporate Transparency Act Takes Hit in Ruling, What’s Next?

March 5, 2024

The Corporate Transparency Act (“CTA”), a significant legislative effort aimed at curbing financial crimes by increasing corporate accountability, has been declared unconstitutional by the U.S. District Court for the Northern District of Alabama.[1] On March 1, 2024, Judge Liles Burke permanently enjoined the government from enforcing the CTA, ruling in favor of the National Small…

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Investment Advisors Face Added Regulation That Could Potentially Impact Litigation

February 29, 2024

On February 13, 2024, FinCEN issued a Notice of Proposed Rulemaking (NPRM) to deter criminals and foreign adversaries who seek to potentially compromise the U.S. financial system and assets through investment advisors. If passed, the new rule would make investment advisors subject to the Bank Secrecy Act (BSA) by expanding the definition of “financial institution”…

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SEC’s New Rules Give SPACs, Target Companies Much to Consider

February 28, 2024

On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules relating to special purpose acquisition companies (“SPACs”). The new rules affect both initial public offerings (“IPOs”) for SPACs and so-called “de-SPAC” transactions involving target companies who enter into a business combination with SPACs. In summary, the new rules appear…

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Venture Debt: Down Round Protection Without Triggering Downside Provisions

February 26, 2024

There is increasing chatter in the startup and investor space surrounding venture debt. It is not at all surprising that as the availability of ready capital has contracted considerably over the past two years, debt and debt-like items have come to the front of mind. It is tempting to think that it is only venture-backed…

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