This is the eternal and perpetual question just about every client starting a company wants answered, and perhaps some insight may be provided here. Nothing here may be deemed indisputable fact, merely the opinions of a legal professional, and other…
The Private Placement Memorandum is a complex legal disclosure document which relies on The Securities Act of 1933 and Regulation D, adopted in 1982, to permit securities offerings to specific parties which are exempt from registration with the SEC. This…
In centuries past, the legal profession was highly selective about the individuals who were permitted to dispense legal advice. Attorneys were generally regarded as highly competent and generally ethical in providing legal services. This began to change a few decades…
The final types of contract terms which make up most properly constructed agreements are conditions, discretionary authority, and declarations. We will begin with declarations because they are the simplest to understand. Simply put a declaration is a statement of fact…
These contract drafting terms both essentially mean the same thing, albeit from differing viewpoints. A covenant is simply a promise or an obligation to do or not do something. A contract right is the obligation of the other party to…
The “boilerplate” contract provisions typically form the last section of an agreement, and they are typically dismissed as “housekeeping” of secondary importance. These provisions address issues such as amendments, governing law, waiver of trial, alternative dispute resolution, succession/assignment, notices, counterparts,…
The parol evidence rule is a substantive rule of contracts which prohibits the introduction of contradictory extraneous prior or contemporaneous agreements to a written, signed document. This type of rule is essential to the certainty provided by signed contracts, and…
Before a party enters into negotiations or preliminary discussions regarding any potential business transaction, idea or product care must be taken by both sides so that the communications are covered by a thorough agreement which will permit the full disclosure…
This question is usually overly complicated by clients and attorneys when the answer is usually quite simple: for the vast majority of small business start-ups an LLC will be perfectly sufficient for most purposes due to its reduced cost of…