Stuck With a Tie-Breaker Manager in an LLC
Monday, December 1, 2025
When a vote is split amongst LLC leadership, an LLC deadlock provision offers a solution via a tie-breaker manager. Learn more about the role & their removal.... Continue Reading
Posted In: Business Strategies
The Challenge to Delaware’s Preeminence in Business Formation and Domicile
Tuesday, November 4, 2025
After some uncertainty in 2024 and 2025, Delaware remains one of the premier states for business formations. Read our blog to learn more.... Continue Reading
Posted In: The Delaware Advantage
Beware Current and Coming State Law Corporate Transparency Requirements
Tuesday, October 28, 2025
Amendments to the Corporate Transparency Act (CTA) limit its scope to non-U.S. companies. As a result, states are forming their own CTA-like regulations.... Continue Reading
Posted In: Compliance
Delaware Corporate Law - Important and Fundamental Amendments Passed
Tuesday, October 21, 2025
Amendments to Delaware’s General Corporation Law have affected fiduciary duties, corporate liability, and more. Learn more about these key changes made.... Continue Reading
Posted In: The Delaware Advantage
Challenges Raised to 2025 DGCL Amendments
Tuesday, October 14, 2025
After several significant changes to Delaware General Corporation Law in 2025, three court cases have challenged the amendments’ constitutionality.... Continue Reading
Posted In: Business Strategies
Important Amendments to Shareholders’ Rights to Request Information
Tuesday, October 7, 2025
A 2025 amendment to the DGCL limits stockholders’ ability to make books and records demands. Learn more about how this affects shareholders & courts... Continue Reading
Posted In: Business Strategies
SEC Staff Cuts Deepen and are Likely to Continue
Tuesday, September 30, 2025
Nearly 20% of the SEC's staff has left the agency since January 2025, with over 12% taking buyouts. Combined with an extended federal hiring freeze, restrictive hiring policies, and planned office closures, these staffing reductions will significantly impact the SEC's enforcement and inspection capabilities.... Continue Reading
Posted In: Compliance
The Slow Unwind of the CFPB
Tuesday, September 23, 2025
Attorney Jarrod Melson examines the court battles, DC Circuit ruling, and implications for financial services regulation and consumer protection after the CFPB closure under the Trump administration.... Continue Reading
Posted In: Compliance
Payment Terms: Holdbacks, Escrows and Earnouts
Monday, August 4, 2025
Part IV of the Selling Your Small Business series of posts discusses three features relating to the payment of the purchase price for a business: holdbacks, escrows and earnouts.... Continue Reading
Posted In: Business Strategies
Director Compensation – Steps to Avoid Liability
Monday, July 14, 2025
Discover some of the rules & regulations of setting director compensation. Learn about how the financial interest of both the director & the board can be met.... Continue Reading
Posted In: Business Strategies
Protecting Your Business from the Risks of Founder Divorce
Tuesday, July 1, 2025
Divorce is brutal, even at its most amicable. Company founders need to consider the risks that a business owner’s divorce presents to the company. In this new blog, we present common-sense considerations to take into account and outline the steps to mitigate the risk to the business as much as possible.... Continue Reading
Posted In: Entrepreneurs & Start-Ups
Understanding Executive Committees in Delaware Corporations
Monday, April 21, 2025
Discover how Delaware corporations use executive committees to streamline decision-making. This guide explores their legal basis, powers, structure, and oversight—essential for any board seeking flexibility without compromising fiduciary duties.... Continue Reading
Posted In: About Corporations
Honest Services Fraud – Violating a Duty through Bribes or Kickbacks
Monday, January 13, 2025
Honest services fraud is a powerful tool in prosecutors’ hands. It is not always intuitive, and the elements of the crime are sufficiently malleable to fit a broad swath of situations involving bribery or kickbacks.... Continue Reading
Posted In: Business Strategies
Comparison: Uncertificated Shares vs. Certificated Shares
Monday, November 11, 2024
This article discusses the drawbacks and dangers of using certificated shares and the effect these issues can have on a corporation’s ability to maintain an accurate and up to date stock ledger, as required by the Delaware General Corporation Law (DGCL).... Continue Reading
Posted In: Business Strategies
What Is the Foreign Corrupt Practices Act?
Monday, December 18, 2023
The FCPA makes it unlawful for certain U.S. persons, U.S. entities and foreign nationals in the U.S. to pay or give anything of value to a foreign government official in order to gain some benefit or otherwise induce the official to use his or her authority to benefit the person or entity.... Continue Reading
Posted In: Entrepreneurs & Start-Ups