The phrase “Corporate Transparency Act” is quite possibly unfamiliar to you at this time (October 2023), but if you run a business entity in the U.S., you will certainly be hearing about it in the coming months. The regulations are not fully-formed at this writing, but my goal here is just to give you the
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Remote Work – Post-Pandemic Update of an Old Post
Below is a post I wrote about remote work in the “before days” of 2014. (I called it “Virtual Law Offices,” which was a more common term then than “remote work.”) It’s interesting to read it now with the hindsight provided by having gone through the pandemic and seeing attitudes to remote work change overnight.…
Tips on Limiting Liability for Passive Investors in Private Companies
A client in the music industry called recently, saying he’d been asked to make an investment for a 10% passive stake in a new restaurant. The client said he didn’t want to become a member (equity owner) of the LLC formed to operate the restaurant, because he didn’t want any legal liability. He understood that…
Will I Be Replaced by ChatGPT?
After reading about it for months, I finally signed up for the free version of Open AI’s ChatGPT and decided to ask it the following basic question that has come up frequently in my law practice:
If I am forming an LLC to purchase real property in New York, should I organize the LLC in…
Ensuring that Clients Understand the Agreements they are Signing
We all know that most users of web-based products (which is to say everybody) do not read the lengthy terms of service that they are asked to accept with a click before proceeding. These users make a probably reasonable calculation that the stakes are pretty low given the nature of the transaction and that by…
Thoughts About the Wordle Acquisition (updated)
I wrote the below post in February 2022, shortly after the New York Times acquired the Wordle game. Since that time, my speculation that the Times was likely getting far more in value than it paid was borne out by its statement a few months later that the “acquisition of Wordle brought tens of millions…
The Real Cause of Large Legal Bills
I was recently representing a seller in a proposed acquisition. The purchase price was under $20 million – in the context of M&A, a relatively small deal. The purchaser was represented by one of the top 10 most profitable law firms in the world. The firm organized a due diligence call, blocking off two hours…
Deciphering Real Estate Jargon for Corporate Attorneys
A small but significant part of my firm’s practice involves doing corporate and securities work on real estate development deals. I’m not a real estate lawyer (or, a “dirt lawyer” as they sometimes call themselves, in a bit of rather harsh-sounding self-deprecation), who handles core real estate transactions like purchases and leases of real estate,…
Business Divorces
Although the majority of the transactions I advise on can be described as additive – one company acquiring another one, a company selling newly-issued stock to a new investor – I do spend some time on subtractive (is that a word?) matters, including business divorces. In its simplest form, this term refers to a decision…
A Few Etiquette Tips for Corporate Attorneys in Dealing with Other Attorneys
This is an update of an earlier post.
Over my 25 years of practicing transactional law, I’ve often been mildly (or sometimes not so mildly) exasperated by common inconsiderate behaviors by opposing counsel on my deals. Of course, our primary job as attorneys is to represent our clients and not befriend opposing counsel, but unnecessarily…