The concept of an earn-out is not new or unusual in the M&A universe.  In fact, it is frequently described as a way to create a bridge between a buyer and a seller relative to the agreed value of the seller’s business. » Read More

In 1975, President Gerald Ford, by Executive Order, created an interagency committee, the Committee on Foreign Investments in the United States (“CFIUS”), to review national security implications of investments by foreigners in U.S. businesses.  CFIUS is chaired by the Secretary of the Treasury.» Read More

Beginning in 2018, the new section 199A of the Internal Revenue Code (IRC), created by the Tax Cuts and Jobs Act, provides for a potential tax break on qualified business income of non-corporate taxpayers. This new section requires that the qualified business be effectively connected with the conduct of a trade or business within the United States.» Read More

Brewing is an art and a business.  Unfortunately, if you don’t understand the initial elements of setting up the business, you will become a starving artist quickly.  Carefully planning the opening of a brewery in this increasingly crowded industry is key to success. » Read More

Whether you are selling your business, bringing on an investor, hiring an outsourcing provider, or making some other commercial arrangement, you must think about protecting your business’ confidential information. One way to do this is with a non-disclosure agreement (NDA). Before you speak with someone outside of your company about a possible business relationship, having them sign an NDA will help prevent them from disclosing or using your information, while also permitting you to speak freely with them.» Read More

Legal due diligence is most often discussed in the context of merger and acquisition transactions.  This makes sense; when a person or business seeks to purchase another business entity, it is prudent to know exactly what is being purchased.  However, due diligence is often overlooked in other, less obvious, contexts.» Read More

Hardly a week goes by without news of yet another company being tripped up by the provisions of the Telephone Consumer Protection Act, or TCPA.  For many years, the eye-popping damage awards and settlements were in the context of “junk faxing,” i.e., fax blasts of advertisements that failed to comply with the Junk Fax Prevention Act, an amendment to the TCPA passed in 2005, and the related rules adopted the following year by the Federal Communications Commission.» Read More

In Pennsylvania, forming a corporate entity for your business (particularly an LLC) is a good first step in liability protection for business owners, but it is only the first step.  Once your LLC has been formed, you must take certain actions (and avoid certain others) to maintain a separate existence between yourself and your entity to ensure maximum liability protection.» Read More

Governor Murphy signed Assembly Bill A837 today.  This new law, effective immediately, allows veterans organizations, such as the American Legion and the VFW, to qualify for a public utility’s residential rates, assuming those rates are less than commercial rates, which is often the case. » Read More

Are you operating a franchise system without realizing it? Are you licensing to others the right to use your trademark for a fee? Under both federal and some state laws, such a business relationship may be construed as a franchise regardless of whether parties intended to create one.» Read More