corporate

The Merger That Wasn’t: the Acquihire Playbook and the Antitrust Reckoning

by

Between March 2024 and mid-2026, Google, Microsoft, Amazon, Meta and Nvidia deployed more than $40 billion through a dealmaking structure that has no clean name in the legal lexicon. They did not acquire companies. They did not file Hart-Scott-Rodino notifications. They hired away founding teams, licensed intellectual property at extraordinary prices and left behind hollowed-out startups, stranded … Read more

When Limited Liability Fails: Personal Exposure for Business Owners

by

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

New York’s LLC Transparency Act: Major Update

by

SUMMARY Governor Hochul’s December 22, 2025 veto of Senate Bill 8432 limits New York’s LLC Transparency Act to only foreign LLCs registered in New York. Domestic U.S. LLCs are exempt. Foreign LLCs must disclose beneficial owners (25%+ ownership or substantial control) by December 31, 2026, with penalties up to $500 daily for noncompliance. The New … Read more

Private Equity Is Repeating Enron’s Biggest Mistake

by

SUMMARY Having witnessed Enron’s collapse firsthand, the author sees striking parallels in private equity today. Continuation funds allow general partners to control both sides of transactions, collect multiple fees and exploit conflicts of interest, echoing Enron’s self-dealing. Oversight is limited, information asymmetry rampant and fiduciary standards ignored, creating a system that benefits insiders while trapping … Read more

Navigating Early-Stage Funding

by

SUMMARY Tech startups should typically pursue friends-and-family and angel funding before approaching venture capitalists. This sequence offers crucial advantages: founders retain more equity (giving up 5-15% versus 20-30% to VCs), gain negotiating leverage through early traction, maintain operational autonomy and use simpler legal structures like convertible notes. Early capital provides time to experiment without board … Read more

AI Business Planning for Tech Founders

by

SUMMARY AI business planning tools empower tech founders by automating market research, financial modeling and strategic planning, delivering data-driven insights and efficiency. Engineers leverage their analytical skills to critically evaluate and refine AI outputs, ensuring alignment with technical realities and investor expectations. This hybrid approach enhances accuracy, scalability and adaptability in business plans, bridging the … Read more

Business Plans: A Complete Guide, Part 2

by

Part 1 covered the strategic and operational aspects of business planning. However, the legal foundation of an entrepreneur’s business also requires meaningful attention. Overlooking these elements can result in costly problems that threaten a business’s survival. A separate post will deal with the use of AI in creating business plans. Intellectual Property Protection Trademarks: Entrepreneurs should … Read more

Business Plans: A Complete Guide, Part 1

by

Part 1 focuses on why an entrepreneur needs a business plan and what makes one effective. Part 2 will deal with legal considerations and other essential business matters. A separate post will discuss the use of AI in creating business plans. Why Your Business Plan Matters More Than You Think Many new entrepreneurs view business … Read more

Equity or Cash: Temptation & Risk for Lawyers

by

Sooner or later a startup lawyer will hear the suggestion that payment be postponed or waived in exchange for equity. What is the lawyer to do when the client cannot (or would rather not) pay and offers stock instead? On its face, taking equity looks like a practical solution. The client preserves cash, the lawyer … Read more

AI-Powered Contract Analysis in M&A

by

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

Is This the Final CTA Post?

by

The Corporate Transparency Act (CTA) is sort of gone! No need to report now! ANOTHER UPDATE: On March 2, 2025, the U.S. Treasury Department announced it will suspend enforcement of the Corporate Transparency Act against U.S. citizens and domestic reporting companies. The key points of the announcement include: The Treasury Department stated this decision was … Read more

And Just Like That, the Corporate Transparency Act is NOT Back

by

Every time I blink, the need and timing to comply with the CTA changes. Check with your lawyer to make sure your compliance, if necessary, is timely. BUT WAIT!!! As it stands now, businesses subject to the CTA’s requirements will not be required to submit beneficial ownership reports until further court rulings are made. This … Read more