Haiku: Operating Agreement
LLC, a choice / Operating agreement / A necessity / More on LLC operating agreements here.
Alan N. Walter
Haiku: Non-Competes
Non-competition / Employer: no loss, all gain / Sign the non-compete / Non-competition / Employee: fettered in chain? / Hold the non-compete / More on non-competition agreements here.
The Lighter Side of Contracts
Here are two examples of contractual provisions that just made me chuckle: The first is from an asset purchase agreement. It’s not unusual for contracts to provide that the death of a key person will be a default. But how many allow that particular default to be cured? Buyer shall be in default under the … Read more
Haiku: Piercing the Corporate Veil
Entity structure / Limits liability / Care must be taken / More on piercing the corporate veil here.
The ABCs OF NFTs
NFTs are still hot. $37 billion of transactions in the first four months of 2022. So, what’s the story with NFTs? And how do you monetize them? We’ll get to that second question, but let’s start from the beginning. And check the glossary — on the right or below, depending on your device — for … Read more
Starting a 501(c)(4) Organization
It’s Not a 501(c)(3) A 501(c)(4) organization is an organization not organized for profit and operated exclusively to promote social welfare. 501(c)(3) and 501(c)(4) organizations are different. 501(c)(3) organizations are organized for charitable purposes; 501(c)(4) for social welfare purposes Both types of organizations are exempt from federal taxes, but only the 501(c)(3) organizations may receive … Read more
COVID Provoked COBRA Changes
The Consolidated Omnibus Budget Reconciliation Act (“COBRA”) gives workers who lose their health benefits and their families the right to choose to continue group health benefits for limited periods of time under certain circumstances such as job loss, reduction in the hours worked, transition between jobs, death and divorce. Qualified individuals may be required to … Read more
COVID-19: Recourse for Vaccine Reactions
It’s rare for a person to have a severe reaction to a vaccine. That’s comforting. Especially since there is very little recourse for a person who has had such a reaction. Vaccines are good. They can help prevent disease by training immune systems to recognize dangerous pathogens. COVID-19 vaccines are good. Not only can they … Read more
Paycheck Protection Program Rules Revised
In an attempt to target funding to small businesses, the Biden administration has amended the rules governing the Paycheck Protection Program (“PPP”). First, only businesses with fewer than 20 employees may apply during the period from February 24 to March 2. Second, effective in early March, the formula used to calculate the amount of the … Read more
What the …? I’m Selling Securities?!
You have a new business or you’re thinking about expanding your existing business. And you think it would be great to offer some shares or membership interest in your company to an outside investor. Nothing could be easier. Right? Wrong! You may be selling securities and will need to comply with federal and state securities … Read more
No Surprises: Healthcare Costs
As provided in the federal No Surprises Act (the “Act”), effective January 1, 2022, patients who have certain unanticipated medical expenses will be protected from egregious medical bills. The most common covered scenarios are (a) emergency care provided at an out-of-network facility, (b) emergency care provided at an in-network facility by out-of-network and (c) out-of-network … Read more
Second Round of PPP Loans
A second round of Paycheck Protection Program (PPP) loans — second draw loans — will be available soon. Probably in mid-January. The criteria for the second round differs significantly from the first, so read on. The recent relief and spending bill designated about $280 billion in PPP funding for first-time eligible borrowers. Funds are also … Read more