Business divorce, just like traditional matrimonial divorce, can occur for many reasons. Many times, business divorce is occasioned by underperformance...
A Cautionary Tale for Commercial Lenders: Beware of Term Sheet & Commitment Letter Language
Commercial lenders were left shuddering in the wake of a September 6, 2013 Pennsylvania Superior Court decision that affirmed a $3.6 million Bucks...
But He Asked Me First!
By William T. MacMinn, Esquire Reprinted with permission from August 13, 2013 issue of The Legal Intelligencer. (c)2013 ALM Media...
GOOD FAITH FOUND HERE
Those of us routinely asked to draft or review letters of intent (LOI), memorandum of understanding (MOU) and initial term...
Sealed with a ……. 20 Year Statute of Limitations
From time to time, a client asks about when and why a corporate seal is necessary. Even some attorneys (particularly...
Good News for Pennsylvania Home Improvement Contractors
Four years ago, the Home Improvement Consumer Protection Act (HICPA) went into effect, forcing home improvement contractors to register with...
The Perils of Equity-Based Compensation
Employers frequently want to attract new, super-talented management to an existing Company, or potentially worse, have already promised to give...
Adopting a Form for Your Socially Responsible For Profit Enterprise
My heart inevitably sinks when a client asks the ever popular question “What form of legal entity would be best...
Enforcing Restrictions Against Competition in Bucks County
Restrictions against competition are frequently included in employment agreements and agreements for the sale of business assets or stock. The...
Do Delaware LLC Managers Have Fiduciary Duties? Maybe.
Just when minority owners of Delaware LLCs thought that the Delaware Limited Liability Company Act (the “Act”) protected them from...
Private Foundations and New Regulations Regarding Program-Related Investments
As the calendar year comes to a close, all corporate entities, profit and nonprofit, look to their books and make...
Why Representations in an Agreement are Important
Often, in the business context, agreements contain representations and warranties of the parties to the agreement. The representations and warranties...
Divorce, LLC Style: You Don’t Call; You Don’t Write; I want a Divorce!
Two guys are sitting at a bar discussing how they are going to quit their current jobs and start their...
An Unexpected Adversary for Private Companies: the SEC
It is not uncommon for a minority shareholder to cry foul when the corporation is sold and the shareholder believes...
Goodwill Hunting
Topics deemed “hot” in the context of mergers and acquisitions ebb and flow just as they do in all other...
How Bad is Bad?
Nobody wants a “Bad Actor” as part of its working group but, from the perspective of the founder of a...
You’ve Got Mail… and Perhaps an Unintended Contract
We’ve all heard of someone who hit the Enter key too quickly and sent an email he later regretted sending....
Protecting Your Trade Secrets – Silence Is Not Always Golden
A company’s customer lists, price lists, marketing strategies, and other trade secrets are vital to its success. A smart business...