If you spend the time and expense to incorporate your small business, then you should make sure you observe the corporate formalities. There are many reasons for observing corporate formalities. The most important reason is that if you don’t, you are leaving yourself open to someone trying to “pierce the corporate veil”—getting at your personal assets for the liabilities of the corporation. This blog describes the corporate formalities for a small business.
You may have heard about fiduciary duties, something about loyalty and care, but truth be known, you have no idea what that all means. Let’s set the scene. Your startup company is up and running. You have consulted with your startup lawyer about forming the company as a limited liability company. What duties do you owe to those who have invested in the company. They are after all part owners and have invested their hard-earned money into your company. You talk with your startup lawyer and he or she explains that you owe the owners a fiduciary duty—fiduciary what, you ask? If you violate these fiduciary duties, you may be personally liable. Well, that should get your attention. This article discusses what a fiduciary duty is and who it is applied to.
Formulating policies and procedures is a critical step in building your business. These policies and procedures may be found in an employment manual or a compliance program. Every business and especially those doing business overseas should have an anti-corruption compliance program. This article provides an overview of anti-corruption compliance programs. Anti-corruption programs are quickly becoming part of the compliance landscape for U.S. companies, regardless of size and even those who have little foreign activity.
If you are a foreign company and have loads of money to purchase a U.S. business, the U.S. has generally welcomed your foreign cash. But there are limits regarding the kinds of businesses foreign companies are allowed to acquire. This article provides an overview of The Committee on Foreign Investment in the United States (CFIUS) and its role in reviewing transactions in which a foreign company is buying an interest in a U.S. company. The number of transactions that have to comply with CIFIUS’s notice requirements has increased significantly in recent years and the trend is expected to continue.
You are a business in the United States, and you are about to do business with a Russian company. Caution! Let’s say you find out that your erstwhile business partner is on the Specially Designated Nationals List (SDN List). Or you find out that your foreign business partner is owned by an individual or company on the SDN List. You need to consult with a sanctions attorney. This article reviews some of the options you have available to you and discusses possible consequences if you are caught violating the sanctions regime.
Sanctions against Russia have put a damper on the enthusiasm of working with Russian businesses. The costs of doing business with Russia may far exceed the benefits because of a web of challenges, including navigating the sanctions regime. In this article, we discuss sanctions against “sectors” of the Russian economy. This type of sanctions applies to companies and individuals in Russia’s financial, energy, and defense sectors. Unlike blanket sanctions against individuals and companies on the Specially Designated Nationals and Blocked Persons List (SDN List), sectoral sanctions are directed at certain sectors.
As businesses enter global markets, they may fail to recognize risks lurking beneath the surface. The U.S. government employs a range of tools to alter or deter what it views as objectionable behavior. The U.S. government targets not only foreign governments, but also individuals and businesses. We provide an overview of economic sanctions, especially as they affect doing business with Russia. We provide an overview of Russia sanctions against Specifically Designated Nationals known as SDNs.
There are several essential questions that you must discuss with your small business attorney before forming a limited liability company. You must determine the name of the company. You have to decide in which jurisdiction the startup company will be formed. You need to decide how the company will be treated for tax purposes. The focus of this article is the management structure of the LLC, whether the business be managed by its members or by one or more managers.
Lawyers are not immune from the travails of business divorce. They must address the same issues that any small business must address when business partners no longer want to be in business with one another. They must decide whether one or more of the partners will continue the law firm or dissolve the law firm. This article looks at one of the most contentious matters in law firm dissolutions: what happens to pending matters when a law firm dissolves.
- Published in Business disputes and litigation
Half of acquisition deals close. The other half don’t. I recently represented a client in a transaction in which the deal died. She offered to share lessons learned from an unsuccessful acquisition. In this article, she has given us four lessons learned from the ultimately unsuccessful negotiations. These are the four major lessons she wanted to share with other potential purchasers of small businesses: lesson 1: seek legal guidance early on; lesson 2: be specific about due diligence requests; lesson 3: early misalignment is a sign of the future to come; and lesson 4: better understand certifications for government contractors.
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