Well-negotiated terms and conditions are essential to the success of any merger or acquisition. Tax considerations often play a pivotal role in the negotiation, structuring, and finalization of these transactions. When drafting the purchase agreement and related deal documents, it is critical that counsel thoroughly understand the tax implications of the proposed transaction. This knowledge is key to securing optimal tax outcomes for clients and ensuring that tax indemnification provisions are properly included to safeguard their interests.

Supply agreements are the backbone of supply chains, which are essential to business operations. Any disruption can severely impact inventory, production, and sales. These agreements aim to minimize uncertainty in the flow of raw materials and finished products by mitigating risks associated with disruptions and nonperformance. However, their effectiveness depends on well-crafted risk allocation provisions, such as indemnification, force majeure, termination clauses – and, most recently, the implications of tariffs on new and existing agreements.

Este curso CLE, "Los fundamentos de la debida diligencia," ofrece una exploración completa de los procesos de debida diligencia, centrándose en estrategias de investigación, requisitos legales y técnicas de mitigación de riesgos. Los participantes obtendrán conocimientos sobre la importancia de realizar investigaciones exhaustivas en transacciones comerciales, incluidas fusiones, adquisiciones y asociaciones, para garantizar el cumplimiento y protegerse contra posibles riesgos legales y de reputación.

Advising business clients on the formation and ongoing operation of limited liability companies and partnerships requires not only a solid understanding of business principles but also a keen awareness of the complex tax issues these entities present. Even though you may not be a tax expert, you need the knowledge to identify and handle the business tax issues that your clients can expect to face.

This CLE course, "The Fundamentals of Due Diligence," offers a comprehensive exploration of due diligence processes, focusing on research strategies, legal requirements, and risk mitigation techniques. Participants will gain insights into the importance of thorough investigations in business transactions, including mergers, acquisitions, and partnerships, to ensure compliance and protect against potential legal and reputational risks.

A limited liability company’s operating agreement is more than just a framework for governance—it plays a pivotal role in determining tax treatment for both the LLC and its members. While many attorneys focus on ownership, decision-making, capitalization, and profit distribution, they often overlook the profound tax implications embedded within these agreements. A well-structured operating agreement ensures tax efficiency while aligning with the members’ broader business and management goals. Are you confident in your ability to navigate these complexities and provide your clients with the best possible tax guidance?

When drafting a commercial contract, careful consideration needs to be given to craft the contract language with an eye towards avoiding the risk of litigation with counterparties. Regardless of your specialty, the risk of poorly crafted contractual language leading to very time-consuming and financially costly litigation is an ever-present threat that should be addressed in every business transaction.

Consumer contracts touch nearly every aspect of daily life. Yet, unlike traditional contract law, the law of consumer contracts presents a fundamental challenge to practitioners, because of the asymmetry in information, sophistication, and stakes between the parties to these contracts: the business and the consumers. This webcast dives into the practical aspects of consumer contracts, taking into account The American Law Institute’s recently released Restatement of the Law, Consumer Contracts. The session combines an expert analysis of key sections of the Restatement with take-away strategies for attorneys who advise commercial clients.

Business owners often relocate themselves and their businesses to different states, typically seeking more favorable tax conditions. The growing trend of changing domicile—the legal term for a person’s permanent home and primary residence—reflects this desire to optimize tax obligations. However, if your client is a business owner, relocating their personal residence alone won’t necessarily exempt them from tax liabilities in their previous state if your client's business continues to operate there. Understanding the intersection of domicile, residency, and business operations is essential for optimizing your client's tax position and avoiding costly mistakes.

Nondisclosure agreements (NDAs) are increasingly common in corporate America, serving as crucial tools for protecting confidential information during commercial transactions and talent acquisitions. However, poorly drafted NDAs can have unintended consequences, such as restricting the receiving party’s ability to pursue other transactions, exposing trade secrets to possible competitors, and more. Register for this webcast, designed to help corporate and business counsel navigate common NDA pitfalls that could jeopardize deals or compromise business success.