Business and AI counsel for startups, entrepreneurs and growing companies
Most companies negotiating an AI contract ask an important question: Who owns the output? But that may not be the question that creates the biggest business risk. A more important question may be: What happens if the AI provider changes the rules? A company can spend months building a critical process around an AI tool, training … Read more
This Insight was published as a Bloomberg Law Perspective in October 2026. The Bottom Line The insurance representation in your last technology acquisition was probably accurate. It also may have been worthless. Buyers of AI-enabled companies may be inheriting liabilities they incorrectly believe are insured, and representation and warranty insurance fails to fill the gap. … Read more
You put a noncompete in a contract. You make it five years, cover half the country and add a few restrictions for good measure. Then someone challenges it. Will the court enforce it? Throw it out? Or rewrite it into something reasonable? The answer is: it depends. And increasingly, the answer depends on how unreasonable … Read more
This article was originally published in New Jersey Lawyer in August 2026. When Fraud Moves Into the Closing Process Transactional lawyers have long treated fraud as a problem of deal substance: misstatements in financial disclosures, omissions in disclosure schedules, inaccuracies in representations and warranties. The risk, conventionally understood, lives in the four corners of the agreement. That … Read more
This insight was originally published by Slate under the title The Trump Immunity Deal Is Neither a Deal Nor Does It Provide Immunity. A single sheet of paper sits somewhere in the files of the Justice Department announcing, in capital letters, that the United States is “FOREVER BARRED and PRECLUDED” from pursuing any claims against … Read more
Name, image and likeness compensation for college athletes just passed its fifth anniversary, and the ground has shifted again. The House v. NCAA settlement, approved in June 2025, let schools pay athletes directly for the first time and built a new compliance apparatus around third-party deals. But the most interesting legal questions in the NIL … Read more
SUMMARY An evergreen clause automatically renews a contract at the end of its term unless a party takes affirmative steps to cancel within a specified window. Common in software subscriptions, commercial leases, service agreements and equipment leases, these provisions are enforceable and frequently overlooked. Understanding how they work, where they hide and how to negotiate them … Read more
Even without a personal guarantee, business owners are not automatically shielded from liability. Whether limited liability holds depends heavily on the structure of the business and just as importantly on the owner’s conduct. Courts routinely impose personal liability in several recurring situations, and the analysis tends to focus less on formal labels and more on … Read more
SUMMARY New Jersey and New York lemon laws protect car buyers from defective vehicles. In New Jersey, coverage lasts 24 months or 24,000 miles with presumption after 3 repair attempts or 20 days out of service. New York provides 18 months or 18,000 miles coverage with presumption after 4 repair attempts or 30 days out of … Read more
SUMMARY Before signing an NDA, scrutinize the scope of confidential information, exclusions and duration. Watch for residual knowledge restrictions that prevent using information retained in memory. Review return obligations, remedies including injunctive relief, fee provisions and jurisdiction clauses. Beware hidden non-competes or IP assignments. Ensure restrictions are reasonable and compliance is feasible. Non-disclosure agreements are … Read more
SUMMARY Publishers Clearing House (PCH) filed for Chapter 11 bankruptcy in April 2025 due to declining magazine sales, heavy debt and an $18.5 million FTC settlement for misleading sweepstakes marketing. Despite initially assuring uninterrupted payments, PCH ceased lifetime prize payouts by July 2025 after ARB Interactive acquired its assets but not liabilities. Past winners, including … Read more
A variant of this post was published in Deal Points, the Newsletter of the Mergers and Acquisitions Committtee of the American Bar Association. In mergers and acquisitions, contracts form the backbone of transactions, governing crucial aspects such as liabilities, obligations, warranties and intellectual property rights. The thorough analysis of these contracts is a critical component … Read more