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Five reasons to Consult an Attorney for Your Small Business

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Starting a small business can be difficult. It requires a tremendous amount of passion and dedication, as well as some assistance from professionals such as accountants, insurance agents and others. While you may not need an attorney in the same measure, consulting one at the outset of the business and periodically throughout can get you off to a good start and keep you from falling into common legal traps. Here are five reasons you should consult with an attorney that will greatly benefit your small business. More >

Supreme Court Upholds Strict Diversity of Citizenship of Non-Corporate Entities for Diversity Jurisdiction

In a unanimous decision on March 7, 2016, the United States Supreme Court affirmed its longstanding principle that unincorporated entities cannot claim diversity jurisdiction for federal court purposes. This case highlights the striking differences between corporations and other entities, and provides a roadmap for how major unincorporated entities are viewed by the federal court system. More >

Congress Moves to Expand Definition of “Accredited Investor” Under Regulation D

In an era where Congress and the Securities and Exchange Commission (“SEC”) have been working to break down barriers to investment and equity development, it only makes sense a new bill currently wending its way through the legislative process would expand the definition of an “accredited investor.” H.R. 2187, The Fair Investment Opportunities for Professional Experts Act (“the Act”), passed the United States House of Representatives by a vote of 347 to 8 in February and now resides in the Senate. This effort would widen the pool of investors for private placements under Section 501(a) of Regulation D[1] by including those with experience and education in addition to those with a requisite net worth or salary.


[1] 17 C.F.R. § 230.500 et seq. More >

When Should I Choose to Form a C Corporation Instead of An LLC?

Arguably, one of the most important decisions that will affect the ultimate success of a business, whatever its size, is the decision of how to incorporate that business. There is a fairly wide range of choices to choose from, from sole proprietorships on up to regular C corporations. A business entity that has seen a meteoric rise in usage in the past few decades is the Limited Liability Company (“LLC”), and for good reason – LLCs come with a host of advantageous characteristics that combine some of the best traits of several options available to business entities. LLCs combine limited liability for members with the flexibility to choose how they’re taxed, such as flow-through taxation akin to partnerships (e.g., no taxation at the entity level, as with regular C corporations). With the rise in the popularity of LLCs, however, it’s helpful to know when there are advantages to choosing the venerable C corporation form over the upstart LLC. More >

Looking at the basics of Chapter 11 for businesses, P.1

Last time, we mentioned that a Virginia-based mining company will be selling off parts of its business—including parts located in Kentucky—as part of its Chapter 11 bankruptcy filing. In this and our next post, we wanted to provide a brief overview of Chapter 11 bankruptcy and why it is important for businesses to work with experienced legal counsel when pursuing a bankruptcy. More >

Kentucky mines to be sold as part of bankruptcy proceedings

Bankruptcy often has a significant impact on the way a business operates. This makes sense, given that businesses going through the bankruptcy process have to figure out a way to make themselves viable after the process is complete. Oftentimes, part of what has to happen for a business to remain viable going forward after a bankruptcy is to sell off assets and portions of the business. More >

Due diligence critical in working up to merger/acquisition agreement

We’ve been speaking in recent posts about the merger review process, as well as a recent proposal to streamline that process. As these posts have made clear—at least in the context of dealing with federal regulators—mergers and acquisitions require a lot of planning, a lot of coordination, and a lot of work. More >

Making the merger review process more efficient, P.2

In our previous post, we began speaking about how companies can make the merger review process more efficient for themselves. As we noted, one important way to do this is by getting in contact with the Federal Trade Commission early on in the process and maintaining good communications along the way so that the agency is able to evaluate data as efficiently as possible. More >

Proposal would streamline merger review process

We’ve been speaking in a recent series of posts about the merger review process and some general ways to make it more efficient so that less time and resources are wasted. As we noted last time, one of the features of the review process is that either the Department of Justice or the Federal Trade Commission can handle a review. More >

Making the merger review process more efficient, P.1

One of the hurdles business must deal with in moving forward with a merger agreement is the merger review process. We have previously spoken about this process and some of the difficulties businesses can face in complying with the requests of the investigating agency. One of the issues we have not discussed is the burden of complying with data requests in general. More >

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