Business Formation

Blog Posts

  • Are New York Courts Keeping the World Safe for Nuisance Value Merger Objection Lawsuits? March 20, 2017 In a series of decision culminating in Chancellor Bouchard's January 2016 ruling in the Trulia case (about which refer here), Delaware's courts have shown their hostility to disclosure-only settlements in merger objection lawsuits. These Delaware…
  • Investor Accused of Using Company's Ideas for His Own Patents March 20, 2017 A start up company may be in need of funding and see an investor as a savior for the company. But companies need to protect themselves and be wary of investors as much as they may need their money. A company needs to guard itself against the…
  • Founder Math: Comparing Convertible Notes & Priced Equity March 20, 2017 Earlier this week, I presented at a CLE on early-stage financing. In my preparation for that, I was reviewing recent articles people had written about convertible notes, and I came across Fred Wilson's post explaining why he still doesn't think…
  • D&O Insurance: Prior and Pending Litigation Exclusion Doesn't Preclude Coverage, Late Notice Does March 19, 2017 A recent summary judgment ruling in a D&O insurance coverage lawsuit in the District of Connecticut addressed several potentially preclusive coverage issues. In her February 28, 2017 opinion (here), Judge Vanessa Bryant, applying Connecticut law,…
  • The Basics of Crowdfunding – Part 2 March 17, 2017 Types of Crowdfunding for Investors Like other types of investments, all crowdfunding campaigns are not created equal and one campaign can vary significantly from the next. There are two main types of crowdfunding investments on which we will focus…
  • Biotech Companies Sued Frequently But Do They Really Represent a Heightened Risk Class? March 16, 2017 As has been documented on this blog and elsewhere, life sciences companies in general, and developmental stage biotechnology companies in particular, are frequent securities class action litigation targets. But does that really justify the perception…
  • Choosing the Right Business Entity Type March 16, 2017 What Type of Business Entity Should I form? The first question I receive from anyone looking to start a business is usually What type of business entity should I form? The answer (to no one's surprise) is "it depends." The reason this very…
  • SEC Sues Orange County Firm Accused of Defrauding Investors Seeking Permanent Residency March 16, 2017 It's never a good thing to have a federal judge order a freeze on your business' assets. That's what happened to an Orange County firm that federal officials claim stole money from foreign investors, mostly Chinese citizens, who hoped their cash…
  • Jacksonville Probate Attorney: Missing Beneficiaries March 16, 2017 Jacksonville Probate: How to Handle Missing Beneficiaries Jacksonville probate attorneys often deal with a beneficiary that is alive, but no one knows this person's address. If a beneficiary goes missing or cannot be found, then there are a few…
  • "Pay-to-Play" Laws Create Possible Pitfalls for New Jersey Businesses March 16, 2017 Government contracts are a major source of revenue for many businesses, both large and small. In order to prevent corruption, and to avoid the appearance of corruption, Congress, state legislatures, and city councils have enacted laws addressing the…
  • Cornerstone Research: Securities Class Action Settlement Values Increased in 2016 March 15, 2017 The number of securities class action settlements as well as the aggregate, average, and median securities class action settlement values all increased in 2016 compared to the prior year, according to the latest annual report from Cornerstone…
  • Is Non-Compete Agreement Enforceable in California? March 15, 2017 Hey, everyone on Facebook. Good afternoon, good Saturday. This week I received a number of phone calls asking whether or not a noncompeting clause is enforceable in California, and I just thought I would to take this opportunity to share some general…
  • Business Lawyers, Accountants, and Insurance Brokers — and the 1908 Chicago Cubs March 15, 2017 I've written before about the need for the owners of small businesses to have at least three professionals: a business lawyer, a tax accountant, and an insurance broker. Because it has been a while, and because the advice is so important, I decided…
  • Ninth Circuit Rules on Default Interest Rates in Chapter 11 Bankruptcy March 15, 2017 Bankruptcy offers a way to obtain relief when one's available income is not sufficient to cover one's required debt payments. Federal bankruptcy law offers several options for businesses, including a restructuring of debts through Chapter 11 of the…
  • New Corporate Compliance Guidance Issued by the Department of Justice March 15, 2017 Earlier this year, under the direction of the new Attorney General, the United States Department of Justice ("DOJ") issued new guidance for corporate compliance programs. This guidance applies when the DOJ is investigating a business and determining…
  • One way law school exams could learn from the bar exam March 14, 2017 One of the important skills tested on law school exams is issue spotting. Although profs differ on how important issue spotting is, I would think virtually all would agree it's an important skill for law students. Yet we design law school exams…
  • D&O Insurance: Convictions, Appeals, and the Conduct Exclusion March 14, 2017 Most D&O insurance policies have conduct exclusions precluding coverage for fraudulent, criminal, or willful misconduct. However, mere allegations are insufficient to trigger this exclusion. If allegations alone were enough, then many claims that…
  • Jacksonville Estate Planning For Single Parents March 14, 2017 Jacksonville Estate Planning For Single Parents One of the best aspects of Jacksonville estate planning is that every plan can be tailored to a person's life and specific needs. In Jacksonville, Estate planning is important for every person, but it…
  • A Career Coach on a Snow Day: Grit March 14, 2017 As a snow day gives you time to reflect on what you want for your life and career and (for many of us) what you want to pass on to the next generation, I was thankful for the snow.
  • What Will Happen to the New Overtime Rule? March 14, 2017 Employers and employees across the country are closely monitoring developments regarding the suspension of former President Obama's "Overtime Rule." In November 2016, a Texas Federal Court judge issued a preliminary injunction against the Overtime…