Compliance Tip of the Day: Code of Conduct as an Internal Control
Nonprofit Quick Tip: State Filings in Maryland and Pennsylvania
Corporate Divorce – Preventing and Managing the Break-Up of a Business Partnership
Managing Sanctions Compliance
Podcast - Betty... embargaron Ecomoda
Strategies for Startups at Foundation
Podcast - Colaborar por contrato... sí funciona
FCPA Compliance Report: From Compliance to Commercial Value: Removing Friction with AI
Sunday Book Review: April 27, 2025, The Books on Business for May Edition
Sunday Book Review: March 23, 2025, The Hard-Boiled Edition
RoboCop: Overview of Corporate Basics and Compliance Filings
The Corporate Transparency Act
How Tax Works - Entity Selection
The Best of Founder Shares: Highlights Wisdom of Season's Guests
AGG Talks: Cross-Border Business - Economic Incentives for Foreign Companies Entering the U.S.
AGG Talks: Cross-Border Business - U.S. Tax Considerations for Scaling Across Borders
Nonprofit Quick Tip: State Filings in Alaska and Hawaii
Navigating Russia Sanctions
What Will the Corporate Transparency Act Mean for Your Business? [More with McGlinchey, Ep. 30]
Ledgers and Law: Start With an Ending in Mind When Building a New Business
PJT Holdings, LLC v. Costanzo, C.A. No. 2023-0665-JTL (Del. Ch. May 15, 2025) - In anticipation of launching a chain of restaurants, three restaurant operators joined an outside investor to form a four-member,...more
At a recent Association of Corporate Counsel (Charlotte Chapter) event, Kilpatrick’s Mikail Clark presented on the topic of “Navigating Operating Agreements: Material Terms and Best Practices.”...more
Often, individuals joining together on a project believe they should each own the name they choose. Indeed, it only seems fair. But having multiple owners of a single trademark is a recipe for trouble, and the partners would...more
From its favorable business climate to its strategic location and growing innovation ecosystem, Arizona is quickly becoming one of the best places in the U.S. to start, expand, or relocate a business....more
On June 9, 2025, Oregon enacted Senate Bill 951, which strengthens Oregon’s existing prohibition on the corporate practice of medicine (CPOM) by limiting the scope of permissible arrangements between professional medical...more
Blockbuster movies follow varied plotlines—some tragic, some heartwarming, some a mix. Often they are based on human dramas. In the real world, fiduciary relationships can set the proverbial stage for unwelcomed high drama,...more
It’s a fact that the great majority of multi-owner, closely held business entities are run by working owners. In many if not most instances the working owners realize the financial benefits of ownership primarily in the form...more
A recent opinion from the Business Court of Texas, Eighth Division (Fort Worth), provides a crisp reminder that an LLC’s company agreement can all but eliminate fiduciary duties among its members and managers. In Tall v....more
LKQ Corp. v. Rutledge, C.A. No. 110, 2024 (Del. Dec. 18, 2024) - In this en banc decision, the Delaware Supreme Court answered a certified question from the United States Court of Appeals for the Seventh Circuit...more
In a popular TV series (The Wire), a well-known quote is: “You come at the king, you best not miss.” The idea is that if you’re taking the risk of attacking someone at the top, you better not miss your shot....more
No loss to issuers puts note trustees in the spotlight. The Hong Kong Court of Final Appeal (CFA) has overturned the Court of Appeal’s order that Peking University Founder Group Company Limited (PUFG), as the keepwell...more
En este episodio de "A Lo Legal En Par Minutos", el socio Edwin Cortés conversa con Sergio Alayon sobre los contratos de colaboración empresarial, una modalidad muy vigente para hacer negocios sin necesidad de constituir una...more
When entering the U.S. market, it is important that a company picks a method best suited to its culture, product, and demographic. The most common entry points are to join with a U.S. party that will be a distributor, agent,...more
Certain provisions commonly found in joint venture and shareholder documentation for early-stage and investment companies are so ubiquitous that they are often accepted without negotiation or full consideration of their wider...more
Campus Eye Management Holdings LLC v. DiDonato, C.A. No. 2024-0121-LWW (Del. Ch. Aug. 30, 2024) - This case arose out of a dispute between an optometrist who sold a majority stake in his company to a private equity buyer,...more
Only six months into a complicated partnership dispute, the Business Court of Texas, 1st Division, issued a thorough summary judgment opinion and order in the case of Primexx Energy Opportunity Fund, LP v. Primexx Energy...more
Interest in offshore business centers, commonly known as global capability centers (GCCs), continues to rise as US companies across industries look to establish overseas offices and hire skilled workers to support critical...more
In determining whether parties are, in fact, in a partnership depends on the conduct of the parties. Titles, labels, and disclaimers are often meaningless. Consider this scenario: In a New York City bar, two successful...more
Opinions by the Court of Appeals, New York’s highest court, construing the state’s LLC Law enacted 30 years ago are almost but not quite as rare as hen’s teeth. The great majority of important rulings under the statute...more
Legal assignments under section 136 of the Law of Property Act 1925 (LPA 1925) are used in many financing transactions, including secured lending transactions and transactions involving receivables purchase arrangements, and...more
Effective August 1, 2024, the Delaware General Corporation Law (“DGCL”) was amended to include a new Section 122(18), pursuant to which corporations are expressly permitted to enter into contracts that: 1. restrict or...more
Partners Vincent Cannizzaro and Barnaby Grzaslewicz recently presented Recent Developments in Delaware Restrictive Covenant Case Law: The Alternative Entity Creep, providing key insights into how Delaware’s courts are...more
In Seavitt v. N-able, 321 A.3d 516 (Del. Ch. 2024), decided prior to the amendment of the Delaware General Corporate law to add Section 122(18), the Delaware Court of Chancery held that the “public nature of a charter” means...more
You've spent years developing the idea, all-nighters and weekends building the business. You've courted investors and customers. You could never leave your company. Or could you?...more
A prior post — A Receiver For Your LLC? — covered the basics of court-appointed receivers acting on behalf of an LLC. It is always worth keeping in mind that a receiver appointed to handle the affairs of an LLC is a “general...more