Owners of U.S. companies assessing disclosure obligations should consider not only federal requirements, but also state-level registration and reporting regimes—and monitor state developments closely. While the CTA’s BOI reporting regime has been sharply narrowed in practical effect and—at pre...
In Texas Top Cop Shop, Inc. v. Garland, No. 4:24-CV-478, slip op. (E.D. Tex. Dec. 3, 2024), a federal court in Texas issued a nationwide injunction against enforcement of the Corporate Transparency Act (CTA). The court determined that the Plaintiffs were likely to succeed on their constitutional cha...
After accumulating 9.1% of Twitter stock, on April 14, 2022, Elon Musk made an offer to Twitter to buy all outstanding Twitter stock at a price of $54.20 per share. The board of directors implemented a shareholder rights plan (“poison pill”). Musk firmed up his offer and on April 25, Twitter exe...
Brian Flores case A complete analysis of the Brian Flores case cannot be complete until the outcome of the case is determined, however a few intriguing aspects came out. The case started from a claim that Brian Flores alleging racism; two other black coaches (Steve Wilks and Ray Horton) joined the...
Introduction The National Football League (NFL) is a professional American league, consisting of 32 different teams, split between different conferences. The league consists of almost 1,700 active roster players and 32 head coaches. The NFL has the best football players in the world and they ar...
For companies that do business with the federal government, two recent announcements may lead to increased scrutiny on their salary equity practices. On March 15, 2022, the U.S. Department of Labor’s Office of Federal Contract Compliance Programs (“OFCCP”) issued a new directive regarding con...
On March 21, 2022, the Securities and Exchange Commission (SEC) proposed rules to significantly expand and standardize registrants’ climate-related disclosures for investors. By a 3-1 vote, the SEC proposed rules that would mandate disclosures in periodic reports and registration statements to add...
In 2009 in the wake of the Great Recession we coauthored Contract Enforceability During Economic Crisis: Legal Principles and Drafting Solutions [i] (“Article”).The broad thesis of the Article was that the “law” would rarely provide relief to a contracting party adversely affected by fundame...
La Ley de Transparencia Empresarial (Corporate Transparency Act, “CTA”) fue promulgada por el Congreso el 1 de enero de 2021 como parte de la Ley de Autorización de la Defensa Nacional. La CTA generalmente requiere que las entidades ficticias informen su propiedad final a la Red de Ejec...
Any business which uses computer networks and other technological services is increasingly at risk of cyber-attacks by criminals ranging from “lone wolf” hackers to foreign governments and even competitors. As news about these brazen acts become more common, small companies and large corporation...
In late July, 2021, the Biden Administration issued a National Security Memorandum on Improving Cybersecurity for Critical Infrastructure Control Systems (“Memorandum”). Through this action, the government will be establishing preliminary cybersecurity performance goals for both government and ...
Both new and established businesses should take every possible measure to protect trade secrets and other proprietary information. One of the most common ways is through the use of a non-disclosure agreement (“NDA”) in situations where they are sharing confidential information that ordinarily ...
Businesses have numerous reasons to retain their data besides for internal recordkeeping and privacy concerns. They must also consider the possibility of being entangled in litigation and be forced to turn over records that might be requested by the opposing side. Generally, if a company is involved...
With many businesses still struggling to pay rent due to the nearly year-long pandemic and commercial landlords with troubles of their own meeting their payments to lenders and other creditors, both groups have become increasingly aware of the importance of early termination clauses in commercial le...
As if employers did not have enough challenges due to the global pandemic that has continued to decimate most of the world as we start a new year, business owners and corporate executives face another set of decisions concerning whether to require employees to obtain a COVID-19 vaccination. The fast...
As a large segment of the workforce continues to work remotely, there has been an uptick in technology related scams that leave businesses increasingly susceptible to online scams. Recently the U.S. Justice Department -specifically, the FBI, and the Department of Homeland Security, through its US Cy...
Cybersecurity and data privacy concerns arise in many types of commercial transactions. but greater focus on potential cybersecurity and data privacy issues. Among the most typical transactions involve the potential merger with or acquisition of a target company that operates in certain highly-regul...
Selecting professional advisors, including legal counsel, is one of the key considerations for any start-up. The business founders can not only enhance their chances for success, both short-term and long-term, but also can help the new business avoid costly mistakes. It’s often advisable to...
As we continue working remotely during and even after the pandemic, companies and their employees must rely on communications platforms such as WebEx, Zoom, and Google Meet to conduct business. In many instances, call participants discuss trade secrets or other confidential information, which may no...
This is Part Four of four blogs discussing which American jurisdiction is the best to form a legal entity?). In these four blogs I discuss several factors that you might consider when you choose where to form a business (read Part One, Part Two, Part Three): 1) Situs of Business; (2) “Choic...
We have seen in Part One how the jurisdiction in which you do business is the first factor to consider in the choice of the jurisdiction where to form an entity. In addition, the selection of the jurisdiction of formation also triggers the application of that jurisdiction’s corporate and contract ...
We give here some additional insights on the choice of the jurisdiction where to form your entity. In Part One (here in Italian), we have seen how the choice of jurisdiction is important because it triggers the application of that jurisdiction’s corporate and contract law. We have also seen...
After having decided that forming a new entity (as opposed for example to buying an existing business) is the best solution to do business in the US, a businessman is confronted with the decision of where (i.e., in which jurisdiction) to form a business. This is an important decision because ...
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