BLOGS
IP Licenses Are IP Leases
An intellectual property license is a lease for use of Intellectual property. If attorneys and their clients understood this elemental principle, then licensing negotiations…
Recording Virtual Meetings
The general advice from risk-averse attorneys is straightforward: don’t do it! This advice is premised on four key considerations. First, litigators and corporate counsel…
When Good Non-Recourse Loans Go Bad
More than $5 trillion of commercial real estate-related debt is scheduled to mature by the end of 2024. Significant demand to refinance debt over…
Delving Into Hotel Management Agreements
Third party management companies provide great value for hotel owners. Yet owners and their attorneys often do not look for third party managers that…
Trade Secret Insurance Considerations
Trade secret insurance protects businesses from financial losses resulting from the theft, misappropriation, or unauthorized disclosure of their trade secrets. A broad definition of…
The Fan Is Being Hit
The title says it all: Overdue Office Loans Are New Pain Point for Banks in FDIC Report (yahoo.com) This makes it even more important…
Successor Liability
Buyers of businesses prefer asset sale transactions to avoid inheriting some or all of the liabilities of the seller. It is commonly known buyers…
Force Majeure Clauses Remain Very Important
Simply adding “pandemics” or “Covid-19” to force majeure clauses is lazy lawyering. Courts analyze force majeure clauses according to their specific language. Ironically, this…
Smart Ways To Minimize Legal Risk
Smart businessowners understand managing legal risk increases a company’s bottom line and, therefore, its value. More than ever, attorneys are the generals leading defense…
Can You Do the Side Hustle?
Millions of full-time employees are creating new businesses as second sources of income with the goal of transforming the new businesses into primary sources…
Do You Know What Is In Your By-Laws?
If your answer to this question is no, then you may want to consider brushing them off for many reasons: estate planning, corporate governance,…
Estoppel Certificates Are Important Than You Already Think They Are
At its core, an estoppel certificate is simply a statement that a commercial lease exists and a recitation of certain provisions of the…
Inevitable Disclosure and the Defend Trade Secrets Act
The inevitable disclosure doctrine in trade secrets cases is a simple concept. At its core, it presumes a former employee will inevitably disclose and…
Avoid Unforced Errors When Executing Contracts
This firm works with a number of business brokers and investment bankers who are very good at their professions. They should be commended for…
Price Escalation Clauses
Inflation has made price escalation clauses a relevant topic. Yet many of these clauses fail to create a clean, straightforward understanding as to how…
Limitation of Liability Clauses
A limitation of liability clause is a term in an agreement that limits potential exposure if a lawsuit or claim is filed. Liability caps…
Drafting Cease and Desist Letters
Effective cease and desist letters do not require fancy lawyerly language. Like many other letters, they need to be direct and terse without sugarcoating…
When Estate Planning and Corporate Law Collide
Certain uses of corporate documents to engage in estate planning are overlooked tools. For example, issuing separate classes of stock or LLC units for…
#MeToo Clauses
#MeToo clauses are still relatively new additions to the numerous representations and warranties in M&A agreements. These clauses focus on a seller’s knowledge or…
NDA No-Nos
It is common knowledge that a Non-Disclosure Agreement (NDA) does not provide absolute protection of a company’s intellectual property or other proprietary information. Unfortunately,…
