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Although electronic contracts are commonly used for transactions by e-mail or over the internet, there are still some issues that even seasoned attorneys misunderstand about how to create online and electronic agreements and the enforceability those agreements and the validity of electronic signatures. The current work from home environment has placed renewed focus on these matters. The Electronic Signatures in Global and National Commerce (ESIGN) Act and Uniform Electronic Transactions Act (UETA) have long provided the rules for creating binding electronic contracts, but legal questions and concerns still exist. Add to the rapidly growing regulatory environment an emerging new generation of smart, self-executing contracts that leverage blockchain technology, and designing, implementing, and defending e-contracts becomes even more complex.
Attorneys advising small business clients need to be versatile enough to handle the myriad legal questions associated with owning and operating a business. It is not uncommon for some of these legal issues to overlap with tax issues. Attorneys need to know, not only how to best advise their clients on common tax issues, but also when to refer clients to a tax specialist.
The blue print for a bungalow project differs significantly from a 5 bedroom colonial home in a high-end development. Certainly, the same skills and principles are employed to finalize each project, but the means are very different. The same is true for M&A deals. Attorneys should think about the size of the deal when considering how to approach it. Everything from negotiating a term sheet or letter of intent, conducting due diligence, negotiating agreements to closing the deal can be affected by the size of a deal. And of course the deal will be further tailored by the industry and the market. This course will examine and discuss the various parts of a deal that are affected by size and how to approach the deals from a practical perspective. If you’ve wanted to learn more about strengthening your skills for M&A transactions – this course is the one for you.
On December 27, 2020, a new coronavirus relief bill was signed into law that includes $284 billion allotted for a new round of Paycheck Protection Program (PPP) funding for businesses in need of financial assistance due to the pandemic. The new legislation modifies important components of the original PPP loan program regarding eligibility, allowable expenses, and forgiveness. Some of those changes will apply to outstanding loans, and there are further changes, some significant, for new loans. Significant application and regulation uncertainties are likely to emerge along with the much needed relief brought by this program.
Operating agreements for multi-member LLCs are complex documents that define the significant issues between the members, set the guidelines for how major decisions will be made, and how disputes will be resolved. An optimal agreement will achieve the goals of the LLC's members regarding, among other things, fiduciary, succession, tax, and management issues. Are you properly advising your clients on creating operating agreements that effectively anticipate and address these issues?
One benefit of forming a corporation or limited liability company is the protection from liability that the corporate form provides to owners, members, and other related business entities should the business find itself unable to pay its obligations, subject to a legal action with significant financial impacts, in a position where it cannot meet creditor demands, etc. As the COVID-19 recovery continues, practitioners foresee an increase in bankruptcies, foreclosures, civil suits, and judgment filings. Sophisticated practitioners must prepare for this influx by becoming fluent in their understanding and application of the piercing the corporate veil doctrine, alter-ego claims, and other equitable resolutions available to parties.
The specific tax changes under a Biden administration are still unknown but changes are certainly coming. Although the post-election composition of Congress is still somewhat uncertain, estate planners, and tax attorneys agree anticipated changes are expected to be less favorable to the wealthy and less advantageous for family business owners. With these changes on the horizon, and the opportunity to transfer wealth at depressed values and low interest rates, it is more important than ever to plan ahead with thoughtful succession plan changes and more nuanced approaches to entity formation.
One of the hottest topics at the board meetings of the largest corporations and at the dinner table of mom and pop business owners is how to re-open and operate during a pandemic without the threat of being sued by customers, vendors, or employees for COVID-19 exposure. Federal, state, and local legislation is being created and changed on the fly, leaving business owners and operators with more questions than answers.
This webcast will provide suggested practical steps a company can take to avoid COVID-related liability, with a focus on the viability of waivers and the contexts in which they can and cannot be used with customers, vendors, employees, and others.
Business clients considering a merger or acquisition depend on their counsel to help them understand and navigate the risks and liabilities when determining whether a deal should be approved, modified, or abandoned. These decisions often hinge on the preparation and execution of proper due diligence for providing both the buyer and the seller with the necessary information to determine if they want to engage and then subsequently to arrive at an agreement.