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

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

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

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