My client emailed about a potential business opportunity with a competitor (the “Competitor”). The basic idea was to incorporate my client’s product into the Competitor’s product, and the enhanced product would be sold by the Competitor to the Competitor’s customers. Per prudent practice, the Competitor asked my client to review and sign a… Continue reading That Time I Objected to a Non-Circumvention Agreement
Author: Aimee B Davis
Achieving Strength Through Softness
Achieving Strength Through Softness I’m back, after a long absence with new twists on some old lessons. Although I’ve been practicing yoga for 15 years, it wasn’t until revisiting aerial yoga that I pondered certain parallel yet paradoxical lessons I’ve learned in aerial yoga, which apply equally in my professional life as a solo corporate… Continue reading Achieving Strength Through Softness
Deals Seem to Take Longer Than Ever to Close
Deals Seem to Take Longer Than Ever to Close Throughout my 30-year career, I’ve noticed an uptick in how long it takes to close deals. These days it seems to take longer than ever. I negotiate lots of billboard leases. Unlike commercial leases, billboard leases tend to be much shorter documents and generally contain… Continue reading Deals Seem to Take Longer Than Ever to Close
What is Customer Concentration Risk?
What is Customer Concentration Risk? Sri Malladi, an M&A consultant, recently wrote an article about concentration risk. I was interested because as a solo practitioner, it can be challenging to avoid concentration risk. In order to secure new clients, time must consistently be spent networking and marketing one’s legal services. But attorneys engaged in complex… Continue reading What is Customer Concentration Risk?
The Unforeseeable Force Majeure
The Unforeseeable Force Majeure {The first time a client called me seeking to be excused from performance of a contract under the force majeure clause due to COVID-19 was in March 2020. During the next 2 years, I regularly assisted clients seeking rent abatements on account of the pandemic. What is force majeure? In… Continue reading The Unforeseeable Force Majeure
What is M&A Transaction Insurance?
What is M&A Transaction Insurance? {4 minutes to read} When I began my career in Big Law, M&A insurance didn’t exist. About 15 years ago, private equity firms began using it when acquiring companies. Before that, buyers sought protection against losses resulting from misrepresentations made by sellers in asset or stock purchase agreements… Continue reading What is M&A Transaction Insurance?
What is a Buy/Sell Agreement and Why Do I Need One?
What is a Buy/Sell Agreement and Why Do I Need One? Last year I was retained by a few clients to either draft new or review and revise their existing buy/sell agreements. In one case, it was the owner/operator of various restaurants who (following 20 years in business without any written agreement among the shareholders),… Continue reading What is a Buy/Sell Agreement and Why Do I Need One?
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?
