What’s in Your Operating Agreement? Legal Tips for Healthcare Providers
Nonprofit Quick Tips: State Filings in Alabama and Arkansas
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
Executive Summary - - Offering equity in MSOs to physicians can be permissible but must be structured to comply with both federal and state laws. Failure to comply with applicable fraud and abuse laws may result in civil...more
Jeremy Sherer and Alexandra Wood offer tips on: How to establish a PC-MSO How PC-MSO considerations vary from state to state. Alexandra: What are structuring considerations for early-stage healthtech companies? Jeremy: It...more
Life sciences companies (particularly early stage companies) may be attracted to an LLC holding company structure as an alternative to a typical C corporation structure to maximize both the purchase price paid by a future...more
This case is an important reminder that in trade secrets litigation, the specific business context is critically important and may be outcome determinative. Here, a closely held business was held to a much more lenient...more
In the wake of headline-grabbing redomiciles many executives are reevaluating whether to form or maintain their companies in Delaware or to look instead to other jurisdictions such as Nevada and Texas. In this piece, we break...more
Prior to the early 1900s, New Jersey was the preferred state of incorporation for U.S. businesses. Eager to cash in on America’s epic industrialization via franchise tax revenues, Delaware directly challenged New Jersey’s...more
Investments in clubs in German soccer are attractive for investors and clubs even under the 50+1 rule; the investor and the soccer club should be a suitable match; there are a number of legal structuring options for...more
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
On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (OBBBA) into law, which had narrowly passed through the United States Congress. The OBBBA makes permanent certain tax provisions that were due to expire...more
On July 4, President Donald Trump signed the One Big Beautiful Bill Act (“OBBB”) into law. Among many changes, the OBBB included an expansion of the qualified small business stock (“QSBS”) gain exclusion under Section 1202 of...more
The “qualified small business stock” (QSBS) tax exemption under Section 1202 allows non-corporate founders and investors in certain emerging growth companies to potentially exclude up to 100 percent of the U.S. federal...more
It is time to assess “foreign private issuer” status. Foreign public and private issuers enjoy the benefits of significant exemptions and exclusions from registration under U.S. federal securities laws based on whether they...more
Welsh, Carson, Anderson & Stowe (WCAS) has made a strategic investment in Constitution Surgery Alliance (CSA), according to a news release....more
The United States District Court for the District of New Mexico, applying New Mexico law, has held that a prior acts exclusion in a directors and officers policy barred coverage for an investor lawsuit alleging a scheme to...more
As previously discussed in our Corporate Governance Insight on March 20, 2025, certain companies and investors continue to reassess whether to incorporate or form in the state of Delaware or move to another state. A recent...more
When it comes to intellectual property (IP), where your company holds its assets can be just as important as what you own. Many companies default to keeping IP within their operating entities… but is that the smartest move?...more
1. Types of Business Entities - 1.1 Description of the types of entities available in each jurisdiction through which to conduct business --- Business entities available for doing business in Japan - 1.1.1...more
Issuing qualified small business stock (“QSBS”) is a valuable tool that can provide significant tax savings to searchers and independent sponsors alike upon the eventual sale of one or more of their portfolio companies....more
Over the past 25 years, the Cayman Islands have established themselves as a leading jurisdiction for alternative investment funds, with nearly 13,000 regulated open-ended funds and over 17,000 regulated closed-ended funds. As...more
Expanding into the U.S. is a major milestone for many foreign companies. With its large consumer base, strong legal protections, and global influence, the United States remains one of the most attractive markets in the world....more
Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our...more
In today’s rapidly evolving business landscape, many companies are seeking ways to operate not just for profit, but also for a purpose. Arizona has embraced this movement through its recognition of Benefit Corporations, a...more
As experienced investors in Japanese real estate know, the Tokutei Mokuteki Kaisha (TMK) is the Japanese entity used by most investors to acquire and hold large real estate assets due to its favorable tax treatment. It is...more
1. Types of Business Entities - 1.1 Description of the types of entities available in each jurisdiction through which to conduct business --- Business entities available for doing business in Japan - 1.1.1 ...more
Our Health Care Group breaks down two California bills (SB 351 and AB 1415) that would regulate private equity’s and hedge funds’ roles in managing health care and dental practices....more