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

SEC Revises ‘Accredited Investor’ Definition

If a company wishes to raise funds by selling or offering its securities it must register those securities with the Securities and Exchange Commission. However, there are numerous exemptions to this requirement to register. There are different regulatory frameworks with different requirements and limitations, including the amount of money that can be raised, the amount … Read more

The Umpire Strikes Back

In an October 2020 decision, the U.S. Trademark Trial and Appeal Board refused to allow an applicant’s registration of the trademark “Millennial Falcon,” finding that Lucasfilm Entertainment Company had established the likelihood of confusion between “Millennial Falcon” and Lucasfilm’s “Millennum Falcon.” Of crucial importance: “Applicant believes that his mark “appropriately conjures up the phrase “Millennium … Read more

D&O Insurance

We live in a litigious world. It’s not unusual for directors and officers of a company or other organization to be sued — sometimes simply — because they are directors and officers of the organization. Directors and officers may be sued for a variety of reasons, including: Breach of fiduciary duty which results in financial … Read more

Dropping the Use of LLC and Inc.

Your business is organized as a limited liability company, corporation or other entity. Its legal name includes a suffix such as ‘Inc.’ or ‘LLC’. However for marketing or other purposes, you wish to use the name without the suffix. A problem? Yes. Background Individuals, acting by themselves or with a group, are generally responsible for … Read more

Buying a Book of Business

Outside of a dog, a book is man’s best friend. Groucho Marx Your business is doing well. So well, that you’re thinking it’s time to expand. One possibility is to slowly continue to build the business by adding customers or clients one at a time. Another possibility is to quickly add new customers or clients by … Read more

Space Force Trademark

The U.S. military apparently needs an intellectual property lawyer. Although the United States Space Force, the newest branch of the U.S. armed forces was announced two years ago, no one bothered to register the trademark. Well, that’s not quite accurate. The U.S. did apply to use the name ‘Space Force’ on clothing, two months after … Read more

Checklist of Buy/Sell Considerations

No two deals are alike. However, it’s useful to at least think about the following items when shaping and negotiating a deal. 1. Finding the buyer or seller    a. Networking, professional and social    b. Competitors    c. Business brokers    d. Investment bankers2. Useful professionals    a. Lawyer    b. Accountant    c. Investment banker    d. Tax advisor3. Before serious negotiations and discussions begin, consider    a. Entering into a confidentiality … Read more

A Simple DIY Guide to Starting Up an LLC

Please note the “simple” in the title. Look, I know that you want to save money and do it yourself. But this may be penny-wise and pound-foolish; there are nuances and details you may miss. Think about engaging a lawyer. There are lots of different types of entities and lots of different states. We’re going … Read more

Business Succession

You may have heard of this guy who used to live in my town Montclair, Yogi Berra. Yogi’s famously known for his words of wisdom, including: “You’ve got to be careful if you don’t know where you’re going, because you might get there.” Every business, new and old, needs to know where it’s going. Businesses … Read more

Is Your Operating Agreement Complete?

You and your partners are successfully running your business. After talking to your accountants and lawyers – I am always hopeful – you decided to operate your business as a limited liability company and entered into an LLC operating agreement. This operating agreement governs your relative rights and obligations. I’m fairly certain that your operating … Read more