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
This Part III of the Selling Your Small Business series of posts discusses the two main options for structuring the sale of a business: the sale of the assets of the business and the sale of the equity interests in the business entity. This post broadly describes the differences between the two approaches and the tax and liability implications of each upon the purchaser and the seller.... Continue Reading
Posted In: Business Strategies
On June 10, 2021, the Delaware Legislature passed a number of amendments to the Acts governing corporations, LLCs, and limited partnerships, making similar changes across the respective Acts. The amendments are expected to be effective as of August 1, 2021. This article focuses on three changes to LLCs, and the likely effect of amendments on drafting LLC operating agreements, and day-to-day dealings with LLC members and third-parties.... Continue Reading
Posted In: The Delaware Advantage
These new laws require that women and members of “underrepresented communities” constitute a certain percentage of the board of directors of certain companies, depending upon the size of the company’s board.... Continue Reading
Posted In: Business Strategies
Harvard Business Services has been following the status of this law closely for over a year, mindful of its substantial impact on our current and future formation and registered agent clients. The requirements of the Act have changed little over its various iterations.... Continue Reading
Posted In: Compliance
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
In early 2020, we discussed a bill passed by the House of Representatives in October 2019 that would have forced nearly all small businesses organized as corporations or LLCs to disclose to the Treasury Department their shareholders’ or members’ names and personal information on an ongoing basis.... Continue Reading
Posted In: The Delaware Advantage
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
This post describes the amended provisions of Delaware Corporate Law relating to the conversion of a corporation to a public benefit corporation. The Amendment removed or amended two of the biggest roadblocks to such a conversion.... Continue Reading
Posted In: Entrepreneurs & Start-Ups
The poison pill is one of the most widely-used and popular protective measures used to combat hostile takeovers of companies. When triggered, it causes the target to issue a large amount of stock to the public at below-market prices, diluting the position of the potential acquirer and making a successful hostile takeover more expensive and time-consuming.... Continue Reading
Posted In: Business Strategies
This article focuses upon the disclosure obligation and its attack on active and passive owners’ and investors’ much-valued privacy in operating a business or making an investment.... Continue Reading
Posted In: Business Strategies
Work and travel restrictions, quarantines, and the slowing pace of manufacturing and distribution of goods has led to a worldwide question that applies on a scope never before contemplated – How does COVID-19 affect performance under contracts?... Continue Reading
Posted In: Business Strategies
With very few exceptions, anyone forming a U.S. business should obtain an EIN by applying with the IRS. A newly formed business needs an EIN to open bank accounts, take out loans, hire employees, and pay taxes, among other things.... Continue Reading
Posted In: Entrepreneurs & Start-Ups
A recent Nevada Supreme Court decision held that an officer or director of a Nevada corporation can act in a grossly negligent, uninformed, careless, or even reckless manner and still not violate his or her fiduciary duty of care to the company and the shareholders.... Continue Reading
Posted In: The Delaware Advantage
If the Act becomes law, any new U.S. corporation or LLC would be required (a) to make a filing under the Act providing information about its beneficial owner(s) or (b) qualify for an exemption from filing.... Continue Reading
Posted In: Business Strategies