As artificial intelligence becomes increasingly embedded in business operations, many organizations have turned to tools like ChatGPT to help draft contracts, interpret regulations, or provide quick legal context. However, a significant policy update from OpenAI has changed how AI can be used for legal guidance. The shift has important implications […]
Expulsion in Operating or Shareholders’ Agreements requires clear procedures, triggers, decision-makers, fair repurchase prices, payment terms, and careful consideration of withholding circumstances to ensure fairness and productivity.
Far too many of us fail to take the time and effort to set up a basic estate plan in the event of an untimely passing. It’s easy to understand why. No one wants to think about how their estate is handed down after they pass away. In spite of […]
Everyone is ready to get back to business and for business to get back to normal. However, it appears that we are going to have a new normal in the business world. At first, we will likely see businesses taking action to replace lost income or minimizing expenses. This may […]
Most lawyers can recite the elements for a cause of action for breach of contract. However, not as many lawyers can explain the effect of a prior material breach on a contract. This article analyzes prior material breaches and the effect on future performance of the contract. Many of the […]
In a closely held business in which one person or a small group of people have control over the company’s voting majority, life can be made difficult for a minority owner. Often times when there is a disagreement about the business the majority owner(s) will use their majority interest in […]
The indemnification provisions are among the most heavily negotiated portions of a purchase agreement, yet business owners may be tempted into thinking they are simply something lawyers like to argue over without realizing their importance. The indemnification provisions deal with the issue of what rights the acquirer have when it […]
Last month, I posted a brief overview blog regarding the drafting and negotiating of the purchase and sale agreement in an M&A deal. Then I began a series detailing three of the most important sections of the purchase and sale agreement: (1) the economics, (2) representations, warranties, and disclosure schedules, and (3) indemnification. This blog on the representations, warranties, and disclosure schedules in the agreement will dive deeper into a complex part of the agreement.
Probably the most important provision of the purchase and sale agreement considering the money is what drives the deal, the economic provision must be detailed and, written with specificity and accuracy.
You have created your business plan and now you are ready to put your plan into motion and start your own company. The next step is to consider which business structure suits your business. A business can be structured as a sole-proprietorship, partnership, limited partnership, corporation, S-corporation, or a limited liability company. The limited liability company structure boasts many advantages, but also brings with it some disadvantages to consider.