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?
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?
Mastering the Metaverse
Mastering the Metaverse {4 minutes to read} In June 2022, I participated in a webinar entitled Mastering the Metaverse, presented by Mitch Jackson, a litigator who seemed to be strongly advocating for attorneys to create their own avatars and promptly commence entering the Metaverse to provide legal services to clients. WHAT A SHOCKING REVELATION! Certainly,… Continue reading Mastering the Metaverse
