Aimee B. Davis Law P.C.

Compliance with the Corporate Transparency Act is a Legal Hot Potato

Compliance with the Corporate Transparency Act is a Legal Hot Potato Since becoming effective January 1, 2024, I’ve received many email alerts from accountants and attorneys announcing The Corporate Transparency Act (CTA).   What is the CTA? The CTA is an anti-money laundering act requiring millions of small businesses (each a “Company”) to file Beneficial… Continue reading Compliance with the Corporate Transparency Act is a Legal Hot Potato

To Jointly Venture or Not?

To Jointly Venture or Not? {4 minutes to read}  {4 minutes to read} When I was a junior associate working in BIG law firms, I wondered when I’d have enough corporate transactional experience to confidently advise clients how to structure their complex commercial deals. Fast forward nearly 30 years, and I continue to learn that… Continue reading To Jointly Venture or Not?

Make the Contract Make Sense [and Say What You Mean]

Make the Contract Make Sense [and Say What You Mean] {4 minutes to read}  {3 minutes to read} Legal contracts are often difficult enough to understand and interpret, but recently I’ve encountered opposing counsel suggesting vague language, which “kicks the can down the road” — so that key terms and decisions are made later, outside… Continue reading Make the Contract Make Sense [and Say What You Mean]

What is the Difference Between a Lease and a License?

{4 minutes to read} Although the words “Lease” and “License” are sometimes used interchangeably, these are separate legal concepts that convey different rights and duties to the recipient.

What to Do if Consent Can’t be Obtained

What to Do if Consent Can’t be Obtained {4 minutes to read}  If we learned something from the #Metoo movement, I hope it includes that what constitutes informed consent is complicated. There is a different (yet also complicated) consent right that is governed by corporate law, which is: Consent to assign a contract to a… Continue reading What to Do if Consent Can’t be Obtained

Questions About the Confidentiality of Customer Lists

Cyber security, Data protection, information safety and encryption. internet technology and business concept. Virtual screen with padlock icons.

Questions About the Confidentiality of Customer Lists {3 minutes to read} In order to maintain my license and remain an attorney in good standing in the State of New York, I’m required to attend 24 hours of continuing legal education (CLE) every two years. After 25 years practicing law, it’s become increasingly challenging (and this… Continue reading Questions About the Confidentiality of Customer Lists

What Does an Attorney Actually Do When She Conducts “Due Diligence?”

DUE DILIGENCE CONCEPT

What Does an Attorney Actually Do When She Conducts “Due Diligence?” {3 minutes to read} I believe conducting proper due diligence adds value to any M&A transaction. But picture yourself a young, sleep-deprived associate, staring at a conference room table full of documents to review. Do you know why you’re reading them? Do you know… Continue reading What Does an Attorney Actually Do When She Conducts “Due Diligence?”

Detours and Deviations From a Normal Closing

Business people at office desk handshaking after signing an agreement, hands top view, unrecognizable people

Detours and Deviations From a Normal Closing {3 minutes to read} In my July 2019 blog, I discussed some unusual aspects about my year-end deal. I was happy to report that despite the oddities, I successfully protected my client’s interests by including a solid indemnity provision from the seller.   As discussed, it was necessary… Continue reading Detours and Deviations From a Normal Closing

Not Every Deal Follows the Norm

Business documents and pen at workplace

Not Every Deal Follows the Norm {3:30 minutes to read} In March 2019, I laid out the basic steps to consider when entering into an M&A transaction.  But Not Every Deal Follows the Norm As mentioned in my February 2019 article, every successful attorney should be adaptable. I flexed this muscle at the end of… Continue reading Not Every Deal Follows the Norm

What are the Essential Elements of a Purchase and Sale Agreement?

SALES AND PURCHASE AGREEMENT CONCEPT

What are the Essential Elements of a Purchase and Sale Agreement? {3:30 minutes to read} So you want to sell your business? Last time, I presented steps to consider when entering into a Merger & Acquisition transaction. I stated it’s common for buyer’s attorney to prepare the initial draft of the definitive purchase agreement (the… Continue reading What are the Essential Elements of a Purchase and Sale Agreement?