Category: Corporate

Many people are familiar with capital calls as common aspects of venture capital and equity investment funds. As an example, Investor A commits to help fund a $20 million investment by contributing $1 million, but only 10% is due at the start. As time passes, the investment fund managers send out written capital calls which, […]

For about a decade or so, esports gaming and tournaments are “big business.” According to this media outlet, the “… global eSports market is projected to grow from $1.72 billion in 2023 to $6.75 billion by 2030,” with the North American share being about 30%. There are many variations, but often, esports tournaments involve organized […]

“Piercing the corporate veil” is a legal doctrine that, in some cases, allows the individual owners of a corporate entity to be held personally liable for corporate debts. Generally, the corporate structure prevents creditors of the corporation from holding the owners legally liable. For example, if a company buys inventory on credit but ultimately defaults […]

The general rule is that no type of “health claim” or “disease claim” can be made on a dietary supplement unless that claim has been authorized by the Federal Food and Drug Administration (“FDA”). There are several options for obtaining this authorization if a health claim is desired. There are also some strategies for avoiding […]

Trade secret questions are among the legal concerns that should be addressed if you are planning to start a competing business after your non-compete clause expires. Your non-compete clause may have only lasted a year or two, but violations/misappropriations of trade secrets can be alleged at any time, and in some jurisdictions, trade secret claims […]

For senior-level employees, phantom stock agreements have many of the same benefits as standard stock compensation agreements/plans except without the eventual right to vote the “shares” and loss of capital gains tax treatment on some income in some circumstances. For corporate entities, the benefits are also similar, but without having to dilute voting rights among […]

If you own a closely held business, the owners/partners will greatly benefit from entering into what is typically called a “Buy-Sell Agreement.” The basic idea is to ensure that ownership shares/units are not sold to third parties without the agreement of the owners. Likewise, the agreement ensures that the shares/units of any departing owner are […]

When a business sells substantially all of its assets, the Asset Purchase Agreement will contain a section containing representations (“rep” for short) and warranties. These are generally styled as statements of fact concerning various important aspects of the assets and the transaction. Generally, the seller provides the majority of reps and warranties (although the buyer […]

Non-compete agreements/clauses are generally required when a business or substantially all of its assets are sold. Buyers require this generally to prevent the management and high-level employees of the seller from opening a new business in competition with the one that has just been sold. For obvious reasons, the buyer does not want the seller’s […]

In an asset purchase transaction, “transition services” refer to the idea that, as part of the deal, the seller agrees, post-sale-consummation, to help the buyer with some aspect of the transaction. This might entail helping the buyer integrate some newly acquired asset into the buyer’s business operations or training the buyer’s staff/employees on use, etc. […]