Corporate Governance
December 8, 2021

- By Jacquelyn Jordon Core, JD, PhD, Michael T. Voytek, and April Slokan Oliverio

Series LLCs, being relatively new, have been the subject of discussion, promotion, and criticism.  Here we discuss some of the pros and cons of forming a series LLC. Pros: The pros of forming a series LLC significantly outweigh the cons.  Some of the main reasons people gravitate toward this structure are as follows: Only one entity needs to be formally created in a state with a series LLC statute,...

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Corporate Governance
November 19, 2021

- By Michael T. Voytek, Jacquelyn Jordon Core, JD, PhD, and April Slokan Oliverio

The general concept of series limited liability companies remains relatively new.  Both like and unlike a regular LLC, the series LLC can be a means to fence assets and liabilities with some distinct advantages (including tax advantages) and, admittedly, with a few disadvantages.  In this two part series we will discuss what a series LLC is (and is not) and the pros and cons of using...

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Mergers and Acquisitions
October 18, 2021

- By Jacquelyn Jordon Core, JD, PhD, Michael T. Voytek, Esq., and April Slokan Oliverio, Esq.

This week we tackle the first aspect of M&A transactions so that you can begin to better educate yourself on what makes a deal and what happens along the path to closing an M&A transaction.  People often wonder what Mergers and Acquisitions actually means, and the difference between a merger and an acquisition is frequently conflated.  The distinction, however, is an important one, with the likelihood...

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Mergers and Acquisitions
October 16, 2021

- By Jacquelyn Jordon Core, JD, PhD, Michael T. Voytek, Esq.

When considering a letter of intent in your deal here are 5 common mistakes we have seen which you need to avoid on both sides of the deal table: Failure to provide for setoff rights – Solid indemnification provisions can help protect buyers from past liabilities, but it can be hard to collect if there are no “deep pockets” left after closing. Providing for setoff rights is...

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Mergers and Acquisitions
October 5, 2021

- By Jacquelyn Jordon Core, JD, PhD, Michael T. Voytek, Esq., and April Slokan Oliverio, Esq.

Brokers, bankers, buyers, and sellers often ask us what they should know to better understand the legal aspects of M&A and the transactional documents that go along with it.  Let’s face it: M&A is complex. To really understand all the moving pieces in this dynamic area of the law a deep dive is required, but some of the best M&A texts span more than 1,000 pages and...

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