BLOGS
Corporate and Estate Documents Must Work Together
Last year 2025 produced two significant cases that demonstrate how courts are increasingly scrutinizing the tension between testamentary intent and corporate governance. Understanding these…
Case Update: Spousal Privilege in Commercial Litigation
A corporate governance and trade secret case in Delaware involved a complex dispute between the co-founders of an artificial intelligence startup. The plaintiff alleged…
Fact‑Gathering and Credibility Assessments Require A Trial
A corporate and contract law dispute came before the Delaware Court of Chancery following a motion for summary judgment filed by the plaintiffs. The…
Banks Know What They Are Doing In Forbearance Agreements
The case Metropolitan Capital Bank & Trust v. Engstrom emerged from a complex contract dispute concerning an unpaid commercial loan and the subsequent execution…
“Knowledge” In Tortious Interference With Contract Cases
Tortious interference with contract is an intentional tort. The knowledge element is where many claims collapse because a defendant cannot intend to induce the…
Illinois and Confidentiality Agreement Limitations
Confidentiality agreements are the workhorse of business protection. But there is a category of speech that no Illinois confidentiality provision can reach and amendments…
Reasonable Self Interest Is An Acceptable Defense
Is When a contract counterparty breaches, the party who is hurt often looks past the breaching party to whoever appears to have encouraged the…
Nevada LLCs Owe What You Wrote
Ask most business owners what duties their co-owners owe them and you will hear some version of loyalty. Do not compete with the company.…
Courts Enforce The Settlement You Signed
Settling a business dispute is supposed to end it. But a settlement is only as good as a party’s willingness to honor it. When…
Consumer Fraud Is More Than A Contract Breach
The Illinois Consumer Fraud Act is one of the most powerful tools a plaintiff can wield against a business. It reaches unfair and deceptive…
Buy-Sell Agreements: You Cannot Zero Out A Shareholder
Buy-sell agreements often hand one side the power to calculate the price. The company, or the controlling owner, gets to run the numbers, and…
Express Contract > Unjust Enrichment
Businesspeople always want certainty except when they do not. So when a business deal goes wrong, the natural and desperate impulse is to throw…
Time Is Of The Essence Means Time Is Of The Essence
I tell clients buying commercial property that the phrase “time is of the essence” can be one of the most dangerous combinations of four…
Landlords: Do Not Screw Up Your Default Notices
A notice of default is a loaded instrument. Served correctly, it starts the clock that can end a tenancy. Served with a mistake, it…
AI and Law Firms
The legal profession is experiencing a technological paradigm shift. Artificial Intelligence offers unprecedented capabilities for drafting, research, and data analysis. However, for law firms…
How Earnouts Become Lawsuits
Clients often tell their attorneys they have bridged a stubborn valuation gap in a deal by agreeing to an earnout as if the hard…
When Your Improvements Become The Landlord’s Property
A restaurant tenant spends real money building out a leased space—a commercial kitchen hood, sinks, the equipment that turns an empty room into a…
Sole Discretion Does Not Mean Sole Discretion
Drafters love the phrase “in its sole discretion.” Put it next to a contractual right and you have told your client it can do…
Quick Note on Trade Secrets
There is a pattern in trade-secret litigation this year that every company sitting on valuable confidential information should understand: the eye-popping jury verdict and…
Seven-Year Guaranty Means Seven Years But When Does The Counting Start?
When a guaranty says it lasts “the first seven (7) years,” the natural question is: seven years starting when? A recent Illinois appellate decision…
Be Sure Your Liquidated Damages Clause Is Not A Penalty
After a five-day jury trial, the jury agrees your former business partners breached the non-compete they signed. You have a $1,000,000 liquidated-damages clause to…
Do Not Switch Sides While You Are Still Employed
When a competitor wants to break into your market, the cheapest way in is sometimes your own people–unless the competitor gets caught. Imagine your…
Illinois Law Update: Trade Secrets
Business owners often ask me for the two-minute answer to a question that has gotten genuinely confusing over the last two years: can I…
Duh: A Settlement Is Not A Statute
We learned this in our first year of law school. We may have learned this watching TV shows: A settlement resolves the claims in…
Contract Language > Fiduciary Duty
Owners of closely held companies often assume that fiduciary duty is a safety net—that no matter what the operating agreement says, a court will…
Commercial Real Estate: Be Reasonable When Returning The Keys
Atlas Asset Management v. Kang, 2025 IL App (1st) 242311 (Ill. App. Ct. Mar. 2026) This real estate and contract enforcement matter came before…
A Delaware Chancery Battle Over Vested Equity
The world of private equity and real estate investment is frequently governed by complex, interwoven contracts spanning multiple corporate entities. When the relationships between…
Are You Acting As An Owner Or A Employee? It Makes A Big Difference
A corporate law and commercial contract dispute brought before the Court of Chancery involved claims of fraudulent inducement and unjust enrichment arising from Series…
General Releases May Not Cover Claims Of Intentional Fraud And Breach Of Fiduciary Duty
Diem-II, LLC and Diem-III, LLC v. Maisonette Inc., C.A. No. 2024-0812-KSJM (Del. Ch. May 26, 2026) This corporate law and commercial contract dispute brought…
Illinois Appellate Court Is A Stickler For Use Of Notice Provision
3 R Health Care Products, Inc. v. Cardinal Health 110, LLC, 2026 IL App (1st) 241911 (Ill. App. Ct. May 26, 2026) This matter…
Illinois AI Legal Update: Movement in the Illinois Senate
With just two weeks remaining in the spring legislative session, Illinois Senate Democrats introduced a comprehensive eight-bill package aimed at establishing regulatory guardrails for…
Delaware Superior Court Verdict Affirms Heavy Penalties for Software License Trade Secret Breaches
A high-stakes corporate trade secrets dispute in Delaware concluded with a landmark jury verdict, setting a critical precedent for companies navigating commercial software licensing…
Delving Into Hotel Management Agreements
Third party management companies provide great value for hotel owners. Yet owners often do not look for third party managers that provide the best…
Working Capital Adjustments
The purchase price is often adjusted post-closing in M&A deals because the working capital delivered at closing is often not adequate when compared to…
A Guide to Transition Services Agreements (TSAs) in M&A
A “Closing” is often treated as the finish line. But sometimes the Closing is merely the beginning of a complex period of operational co-dependence.…
Impact Analysis: Ruling on Trade Secret Particularity (Quintara Biosciences v. Ruifeng Biztech)
Last summer the U.S. Court of Appeals for the Ninth Circuit issued a pivotal ruling in Quintara Biosciences, Inc. v. Ruifeng Biztech, Inc. that…
Strategic Litigation Risk Assessment: Navigating Financial Exposure and Technological Volatility
I have been litigating more in the past year and a couple of months. Why? What does this mean for me, my clients, my…
Environmental, Health, and Safety Contract Issues
When environmental, health, and safety obligations slip through the cracks, corporations confront more than lost productivity and strained supplier relationships. They face a landscape…
How to Tell Your Attorney Used Artificial Intelligence to Cut Corners
Many lawyers use AI responsibly to speed up research, organize documents, or draft early versions of routine filings. But there is a growing concern…
Impact Analysis: Ninth Circuit Ruling on Trade Secret Particularity (Quintara Biosciences v. Ruifeng Biztech)
On August 12, 2025, the US Court of Appeals for the Ninth Circuit issued a pivotal ruling in Quintara Biosciences, Inc. v. Ruifeng Biztech,…
Examples of Earn-out Litigation
This blog post shares three real-world earn-out litigations—each in a different forum, each tied to a transaction in the $5 million–$20 million range, and…
Boilerplate Language: Forum Selection and Choice of Law
Forum Selection Parties need to consider (a) the location where the dispute will be heard and (b) whether the dispute will be resolved by…
Boilerplate Language: Final Terms, Amending Terms, Waiving Terms, Incorporating Terms, OH MY!
Each of these issues is typically found in the boilerplate at the end of a contract. Business owners who negotiate their contracts without legal…
Privacy, Security, and Artificial Intelligence Checklist
Enforcement activity saw a significant surge throughout 2025, marked by landmark judgments and multi-million dollar settlements. These actions primarily targeted issues such as analytics,…
OPINION: A National Framework Helps Providers And Users
A uniform federal approach would reduce compliance complexity for AI vendors that otherwise must navigate divergent state laws and standards. This lowers transaction costs…
AI and the 4th and 5th Amendments
Our most intimate thoughts, schedules, and professional secrets are no longer just in our heads—they are in our “assistants”. From enterprise-grade legal AI to…
Equitable Servitude In Real Estate
An equitable servitude is a legal term to describe a non-possessory interest in land that operates much like a covenant running with the land.…
Five Real Estate Cases to Know
Economic uncertainty inevitably leads to litigation in all sectors. Here are five different real estate cases with issues that will lead to even more…
Proactively Avoiding Earn-Out Disputes
It is pretty straightforward: draft your agreement with precision, transparency and structured processes: Clarity. Accountability. Transparency. Bespoke. These are words that should define an…
Texas Court Fails To Understand The Value Of Trade Secrets
Sometimes Court just do not understand business realities. This is an example of a troubling ruling concerning trade secrets—it ruled that there is no…
Preferred AI Clauses for Contracts
After drafting, reading, negotiating, and analyzing so many contracts–all done by me versus AI–I want to share some of the better clauses I have…
Increasing Personal Liability For Directors Who Make Little Or No Effort To Meet Their Fiduciary Duties
It has been largely assumed boards of directors are largely insulated from the personal consequences of major corporate disasters. Protected by the “business judgment…
What Is An Earnout?
An “earn-out” is a contingent‐payment mechanism commonly used in mergers and acquisitions to bridge valuation gaps and share future‐performance risk between buyer and seller.…
Boilerplate Language: Scope of Exposure
Seidman Law Group will be posting a series of pieces on issues that are commonly overlooked as boilerplate provisions. The first topic discusses the…
Predictions on AI and Procurement
Several people have asked me for my thoughts on how AI will affect procurement. Really. First, I will share what companies are doing right…
Litigation In A Nutshell
Junior attorneys often ask me for the two-minute explanation of the litigation process as someone who has been through it many times. Business owners…
Illinois Law: Use of Proceeds Clauses
This imaginary case serves as a great reminder that precise drafting and prompt enforcement of use‑of‑proceeds covenants can make—or break—a commercial real‑estate loan recovery.…
Case Update: Use of AI in HR Software
Your recruiting software is likely using AI even when it’s not marketed that way (“smart matching,” “automated screening,” “predictive analytics” ==> hidden AI). Likewise,…
All About Earnouts
Earnout Basics An earnout is a transaction mechanism where the buyer agrees to pay additional consideration to the seller post-closing that is contingent on…
SLG Published in Impact Wealth Magazine
Our article on the intersection of AI and insurance from a corporate law perspective was published in the Summer 2025 edition. Here is a…
Enforcing Carve-Out or “Bad Boy” Guaranties
Enforcing carve-out or “bad boy” guaranties in real estate loan agreements—especially in Illinois and other jurisdictions that favor lender protections—requires a strategic blend of…
Key Legal Issues in Real‑Estate Loan Defaults
Both lenders and borrowers–no matter how sophisticated they are or how much artificial intelligence they may use–often need reminders of the key issues they…
Drafting Carve-Out or “Bad Boy” Guaranties
Drafting effective carve-out or “bad boy” guaranties—especially in Illinois or similar jurisdictions—requires a careful balance between lender protection and guarantor fairness. Here are some…
Beware Abuse of Attorney/Client Relationship for Personal Advantage
Such abuse happens more often than attorneys care to admit. Sometimes it is death by a tenth of an hour at a time. Other…
Case Update: Post-Closing Litigation
In Northern Data AG v. Riot Platforms, Inc., a Delaware court dealt with a case in which the parties disagreed on the final price and…
Extreme Heat and Manufacturing/Distribution Agreements
I have been asked several questions recently about this issue for obvious reasons. Rather than bore you in one blog post, I decided to…
Thinking About Trade Secrets, AI, Workplace Safety, and ICE Raids
I strongly suggest businesspeople think about the interplay between “general legal issues” and “general use technologies“. I also strongly suggest asking me for a…
Forecasting the Key Legal Issues for SMBs in 2026
It is never too early to start worrying about how the legal world will impact your business in 2026. That said, I foresee the…
Getting Ready for the Get Ready: Selling a Business
I hope the cheesy photo grabbed your attention because overlooking key legal aspects of an M&A deal can lead to delays, disputes, or even…
Simple Mistakes That Cause Expensive Litigation
No one is perfect. This is why many of us have jobs. However, many mistakes are avoidable. REALLY AVOIDABLE. These three cases are reminders…
AI Representations and Warranties in Contracts
All agreements should be carefully drafted after proper due diligence to ensure the parties are receiving what the parties agree to exchange. Representations and…
AI and Insurance: How Do We Protect Our Company?
A data breach caused by an AI vulnerability, a product liability claim stemming from AI bias and many other scenarios could wipe out the…
Need to Change FEIN? Maybe.
One of the decisions to make when converting an entity is whether to obtain a new Employment Identification Number (EIN) or to keep the…
Attorney-Client Privilege Issues In Disputes Between LLC Members
When controlling owners or managers seek the legal advice from the company’s attorney on sensitive subjects such as a business divorce, the company expects…
SLG in Impact Wealth Magazine
We are proud to have our article on AI and Fiduciary Duties published in Impact Wealth Magazine. The issue can be accessed through this…
Pricing Issues in Contracts
Rising prices makes people angry and litigious. It also makes them ask their attorneys to find creative arguments to terminate contracts. Put differently, inflation…
AI and the Law: Client Rights
The American Bar Association (ABA) recently provided guidance on the ethical use of Generative Artificial Intelligence (GAI) tools in legal practice. While these tools…
Prudent Investing: Do You Know What The Company Does?
Investors fail to engage in elemental due diligence when they do not understand the underlying technology. This results in a superficial understanding of their…
Delta v. Crowdstrike: Third Party Risk Management
The Blue Screen of Death. It scared everyone who saw it. Let’s just say CrowdStrike’s update to customers’ Microsoft systems did not go according…
ICE Raid Basics
An executive order titled “Protecting the American People Against Invasion” has refocused immigration enforcement efforts and increased the likelihood of ICE raids on their…
AI and Hiring: A Growing Minefield
A recent analysis published by MIT (Here) analyzed AI technologies that are used to screen and hire potential employees. The analysis found that improvements…
Real Estate LOI Basics
Real estate letters of intent (LOIs) set forth economic terms, provide a checklist of the basic substantive terms, and serve as the starting point…
Seidman Law Group Podcast Interview
We were recently featured in a podcast: Essential Legal Strategies For Business Owners With David Seidman. Here is the link: Zero To A Hundred…
Fraudulent Transfer Basics
Imagine a scenario where a debtor, facing mounting financial pressure, strategically transfers assets to avoid paying what is owed. The dissipation of resources to…
College-Level Scandal Is Sadly Effective
Remember all of the bars and restaurants named the “Library” or the “Bookstore” in college. You and your classmates would charge your fun to…
Knows Your PIK Part 2
PIK Borrowers PIK interest loans benefit borrowers when they have significant growth potential but temporary cash constraints, need to conserve cash in periods of…
Knows Your PIK Part I
Paid-In-Kind (PIK) interest features allow borrowers to add interest to the principal of a loan versus making cash payments. This is different than traditional…
Key Considerations When Asserting or Defending Reasonable Reliance in Fraud Cases
Plaintiffs must prove that they “reasonably relied” on fraudulent misstatements of material facts to win their cases. Defendants often argue (1) the plaintiff did…
Notes on Trade Secret Litigation
WINNING! According to Lex Machina, between 2019 and 2023, trade secret plaintiffs in federal cases that went to trial won 86% of cases, which…
Web Scraping vs. Terms of Use
Data scraping extracts and copies data from websites. Often this is done to train AI large language models. Because scraped data commonly includes user-generated…
Three Thoughts on Anticipated Trends in Commercial Litigation
First, even before the Supreme Court overturned the forty-year precedent that ended Chevron deference (federal agencies are given leeway throughout the regulatory process), regulatory…
Fiduciary Duties and AI
Pivoting to AI will have serious implications for fiduciary responsibilities. Companies, family offices, and all advisors must strike an appropriate balance between human expertise…
Common Documentation Mistakes Can Cause Serious Problems
Different forms of electronic communication result in different levels of discretion and candor–for better or worse. Therefore, employees should be trained to properly communicate…
Preventing Workplace Violence: Know Your State’s Laws
Workplace violence continues to increase but what does this mean? While there are no standards to determine whether “workplace violence” occurs under OSHA’s definition…
Hope Is Not A Plan; Hiring A Creative Attorney Is A Plan
I have no insight into the attorney-client relationships in this case. That said, there were potentially underlying reasons why the Defendants litigating a (A)…
Newly Enacted Illinois Laws
I am proud to write that the Illinois legislature passed quite a bit of substantive legislation that was signed into law by Governor Pritzker.…
Have You Really Thought Through Your Due Diligence?
Due diligence identifies potential risks before closing a deal. The goal is to find problems that may lead to renegotiating, reducing the purchase price,…
Key Tenant Issues In Data Center Leasing Agreements
Leasing a data center is a strategic decision that comes with unique challenges. Here are some of the critical issues you should be aware…
Choosing A Law Firm: Supersizing Often Fails
Would you hire a vendor that does not properly regard conflicts of interest? Fails to abide by basic business rules and laws? Loses you…
When Does The Threat of Lawsuit Become Tortious Interference With Prospective Business Relationships?
Business owners regularly threaten litigation to protect their companies. In most cases, this threat does not create any potential liability to the party threatening…
