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Insights

Choosing the Right Legal Structure for Your Business: LLCs v. C-Corps

When launching a new venture, one of the most critical decisions you'll face is selecting the right legal structure.

Updates to the BOI Reporting Requirements

On March 20, 2025, the U.S. Treasury announced it will no longer enforce Beneficial Ownership Information (BOI) reporting requirements for domestic entities, though reporting is still technically required. Foreign entities remain subject to the rules. Businesses should stay alert, as future enforcement may resume.

What the FTC's New "Click-to-Cancel" Rule Means for Your Startup

The FTC’s new “Click-to-Cancel” rule mandates that canceling subscriptions must be as simple as signing up. Ensure compliance while building customer trust through transparency and friction-free processes. Adapt and thrive with these changes.

Crowdfunding: Fueling Your Startup's Growth

Crowdfunding empowers startups to connect with a diverse pool of investors, making funding accessible beyond traditional channels. By following key strategies and navigating regulations, startups can leverage this method to fuel growth and validate their business ideas.

M&A

When should an owner start planning their exit strategy?

Ideally, exit planning should begin several years in advance. Early preparation increases valuation and ensures smoother negotiations.

M&A

What is the best exit strategy for a small business owner?

The right strategy depends on goals. Many small business owners pursue third-party sales or ESOPs, while larger companies often benefit from mergers or acquisitions.

M&A

What role does due diligence play in mergers?

Due diligence is the process of investigating financial, legal, and operational risks before closing. It helps identify liabilities, verify valuations, and strengthen negotiation positions.

M&A

Can shareholders block a merger?

Yes. In most cases, mergers require shareholder approval, and dissenting shareholders may have appraisal rights to challenge the valuation or receive cash for their shares.

M&A

Do all mergers require regulatory approval?

Not all mergers require government approval, but larger transactions or deals in regulated industries may need clearance from agencies like the FTC, DOJ, or industry-specific regulators.

M&A

What is the difference between a merger and an acquisition?

A merger combines two or more companies into one surviving entity, while an acquisition occurs when one company purchases another’s stock or assets.

M&A

Are stock purchases subject to taxation?

Yes. For sellers, stock purchases are often taxed at capital gains rates. Buyers typically cannot “step up” the tax basis of the company’s assets, which may affect future deductions.

M&A

Do minority shareholders have to approve a stock purchase?

It depends on governing documents and state law. In some cases, minority shareholders have rights to block, challenge, or demand fair value for their shares.

M&A

Can a buyer avoid inheriting liabilities in a stock purchase?

Not entirely. Buyers inherit all liabilities of the company. However, risks can be managed through due diligence, indemnification provisions, and escrow arrangements.

M&A

What are the main advantages of a stock purchase compared to an asset purchase?

Stock purchases are simpler to execute because the company remains intact, preserving contracts, permits, and relationships. Asset purchases, while offering liability protection, often require more paperwork and consents.

M&A

Are employees automatically transferred in an asset purchase?

No. Buyers must choose which employees to hire and issue new contracts, though they may assume existing benefits or tenure for retention purposes.

M&A

Can tax benefits make an asset purchase more attractive than a stock purchase?

Yes. Buyers often gain a stepped-up basis in acquired assets, creating valuable tax deductions.

M&A

Do asset purchases require shareholder approval?

Typically no. Unlike stock purchases, asset deals usually require only board or management approval, unless otherwise stated in governing documents.

M&A

What is the biggest advantage of an asset purchase?

The ability to avoid inheriting unknown liabilities while selectively acquiring only valuable assets.

Intellectual Property

Can licensing agreements be terminated early?

Yes. Most agreements include termination clauses, either for breach of terms or for convenience, but the scope of surviving rights (like confidentiality) must be addressed.

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