Corporate


The Three Big Words at the Center of the Twitter Saga
October 19, 2022 | Avi Sinensky | Corporate

Few M&A transactions have captured the public’s attention to quite the same degree as the ongoing saga surrounding Elon Musk’s bid to take Twitter private. What began as a simmering hostile takeover, evolved into a negotiated transaction that was then terminated by Musk and landed in the Delaware Court of Chancery for what looked like

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DOJ Issues New Guidance on Criminal Enforcement
October 10, 2022 | Geoffrey R. Kaiser | Compliance, Investigations & White Collar | Corporate

On September 15, Deputy Attorney General (“DAG”) Lisa Monaco delivered remarks announcing updated guidance on how the Department of Justice will be prioritizing and prosecuting corporate crime.  Her remarks were accompanied by a formal memo, titled “Further Revisions to Corporate Criminal Enforcement Policies Following Discussions with Corporate Crime Advisory Group” (https://www.justice.gov/opa/speech/file/1535301/download).  However inelegant the title,

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For Business Owners, a Shareholders’ Agreement Is Vital
June 13, 2022 | Avi Sinensky | Corporate

I love playing board games with my children and the games in our home have been known to get pretty competitive. From time to time, a friend will join, and we always make sure all of the players have a clear understanding of the rules, both those included in the box or any “house rules”

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Transitioning to a DSO: An emerging trend in orthodontic practices
May 31, 2022 | Benjamin P. Malerba | Douglas E. Menikheim | Corporate | Health Services

Over the last several years, the dental services industry has become increasingly consolidated, creating significant financial opportunities for investors as well as financial and exit opportunities for dentists. This consolidation has been driven in large part by Dental Services Organizations (DSOs) formed by dentists and/or private financial investors (e.g., private equity) through the acquisition of

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Foreign Corporations Don’t Consent to General Jurisdiction by Registering in NY
November 22, 2021 | Benjamin J. Wisher | Commercial Litigation | Corporate

A recent New York Court of Appeals decision clarified the contours of one of the most foundational legal principles: personal jurisdiction.

In Aybar v. Aybar, the Court, in a 5-2 decision, held that foreign corporations (i.e., corporations that are not incorporated under New York law) do not consent to general jurisdiction by registering to do

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NY Law Is Clear on a Business’s Obligations Regarding Uncashed Distributions
September 24, 2021 | Benjamin J. Wisher | Corporate | Commercial Litigation

Whether a partnership, limited liability company, or corporation, it is imperative to know of a business’s legal duties when it is in possession of funds for uncashed distributions.

Under New York Abandoned Property Law, uncashed distributions become abandoned property after 3 years. See New York Abandoned Property Law § 501. New York businesses are not

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Businesses Can Cautiously Proceed with Student-Athlete Sponsorship Deals
July 16, 2021 | Corporate

Businesses have been champing at the bit for a chance to collaborate more with college athletes for years. Until recently, however, those collaborations were not possible because college athletes were prohibited from profiting off their name and likeness and entering into sponsorship deals under the rules of the National Collegiate Athletic Association (NCAA).

Over the

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New York Is Getting Out of the Zone, the Qualified Opportunity Zone, That Is
April 12, 2021 | Louis Vlahos | Corporate | Tax

New York’s Governor Cuomo is having a bad 2021. Some may attribute this to his hubris or to karma; others may point to an emboldened, and now veto-proof,[i] progressive State Legislature; many will claim that Mr. Cuomo is paying the price for being out of touch with the electorate. Whatever the reason, his fall from

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The Cannabis Industry Is Risking It All
October 1, 2020 | Joshua D. Smith | Corporate | Insurance Coverage | Cannabis

James Lagios, Joshua Smith and Mark Wagner wrote, “The Cannabis Industry Is Risking It All,” for Mealey’s® Emerging Insurance Disputes.

The article discusses the obstacles that cannabis-related businesses face when seeking to use insurance coverage to mitigate their operational risks.

To read the article, click here.

 

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Cannabis Investments and Exit Strategies: A Case Study
August 3, 2020 | Marc S. Ullman | Steven Shapiro | Compliance, Investigations & White Collar | Corporate | Cannabis

It is relatively easy for investors to make investments in cannabis companies. Given the risks, however, they would be well-advised to have an exit plan in the event their investment does not live up to their expectations.

An investor decided to make an investment in a Colorado company that was seeking to create

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