DE Insights

Maximizing Value: The Art of Purchase Price Allocation in Real Estate Deals

August 21, 2024

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’

August 15, 2024

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

August 7, 2024

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’

August 5, 2024

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

July 23, 2024

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

July 17, 2024

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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Terminating Employees? Ignoring State And Local Wage Laws Can Cost You

July 16, 2024

Terminating employees can be a daunting task. Failing to follow your state or local rules when terminating an employee can make the task exponentially more difficult and expensive. When a business plans on firing or laying off an employee (known as “involuntary termination”) it is imperative business owners consult state and local laws prior to…

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IRS Targeting Partnership Basis-Shifting Transaction Schemes

July 9, 2024

The Internal Revenue Service (“IRS,” or the “Service”) issued guidance on June 17, proposing new regulations and releasing a revenue ruling to challenge the use of basis-shifting transactions by complex partnerships. In making its announcement, IRS officials stated that closing this loophole could result in over $50 billion in new tax revenue for the U.S.…

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The Cost of Ambiguity: Post-Chevron Compliance Could Be Expensive

July 3, 2024

In a landmark decision issued on June 28, 2024, the Supreme Court in Loper Bright v. Raimondo and Relentless v. Department of Commerce (“Loper Bright”) overturned the Court’s 1984 opinion in Chevron, U.S.A., Inc. v. National Resources Defense Council, Inc. (“Chevron”). In a 6-3 decision, the Supreme Court held that the Chevron doctrine “cannot be…

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Proactive Protections Against CIPA Mass Arbitrations? Updated Terms of Use

July 2, 2024

Businesses operating public facing websites that employ data analytics software to track users’ website interactions must be aware of a novel use of the California Information Privacy Act (“CIPA”) that has taken the plaintiffs’ bar by storm. Specifically, class action complaints and demands have been filed in abundance under California Penal Code Section 631, California’s…

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