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

What is a “Good Guy” Guarantee?

What is a “Good Guy” Guarantee? In my last article, I mentioned the closing was contingent on, among other things, getting Sellers released from their “good guy” guarantees.   What is a “good guy” guarantee?   While NYC commercial real estate attorneys are familiar with these personal guarantees, I’ve encountered clients running small, closely-held businesses… Continue reading What is a “Good Guy” Guarantee?

What’s the Difference Between a Simultaneous Sign and Close and a Bifurcated Closing?

What’s the Difference Between a Simultaneous Sign and Close and a Bifurcated Closing? In M&A transactions, parties sometimes use the term “Closing” to mean a myriad of things. However, there are practical differences between (i) simultaneously signing and closing the transaction contemplated by a purchase agreement (Type A) and (ii) signing the purchase agreement and… Continue reading What’s the Difference Between a Simultaneous Sign and Close and a Bifurcated Closing?

What Do You Know About M&A?

What Do You Know About M&A? {3 minutes to read} I love mergers and acquisitions (M&A)!   I’m currently representing the Sellers of a relatively small private company to a first-time buyer. I was concerned about unnecessary transaction costs because the initial draft of the letter of intent required a Hart-Scott-Rodino (HSR) filing and for… Continue reading What Do You Know About M&A?

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?

What is the Value of an NFT?

{4 minutes to read}
What’s an NFT?
According to Christie’s, a non-fungible token (NFT) is a unique, digital certificate stored on the blockchain evidencing certain “ownership rights” in a digital asset/work of art. NFTs are easily traded by artists and others because the provenance, history, and all activities related to the work can be viewed by the public utilizing the same technology as crypto-currencies. Blockchain technology reduces counterparty risk and enables people who don’t know each other (and will never meet) to transact across borders.

Selling Your Company in Today’s M&A Market

{4 minutes to read} Given my 25 years of experience with mergers and acquisitions (M&A), I like to keep up with trends in the space. I recently attended a webinar presented by PKF O’Connor Davies Accountants and Advisors (PKF), entitled Selling Your Company in Today’s M&A Market. I learned that 2021 was a banner year for M&A activity in North America.

Good Lawyers are Hard to Find

{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

COVID-19: The Black Swan Risk to Business

COVID-19: The Black Swan Risk to Business {3 minutes to read} I was anticipating increased M&A activity in Q3 since the Covid-19 lockdown began, but as spring turned to summer and we remained On-Pause, I realized that more industries than I originally thought would be significantly, if not permanently, disrupted as a result of the… Continue reading COVID-19: The Black Swan Risk to Business