Indemnification clauses in commercial contracts are essential provisions that allocate risk and provide financial compensation for damages and losses. These clauses establish the obligation of one party (the indemnitor) to indemnify and hold harmless the other party...
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Business Law
What is a private placement memorandum?
A private placement memorandum (PPM) is a document that businesses share with prospective investors looking to buy debt or equity from a company. It is used in an offering of unregistered securities rather than a public offering, meaning the transaction is exempt from...
Businesses can use securities to raise capital
There comes a time for many growing businesses to seek funding from outside investors. One option is to offer securities in the business. The investor pays for an interest in the business that can be structured in many ways, equity, debt, convertible securities or a...
LLCs provide many benefits to commercial real estate investors
Individuals or groups looking to diversify their investment portfolio with commercial real estate might consider using a Limited Liability Corporation (LLC) designed for this kind of investing. In determining whether an investment LLC is the right fit, the individual...
AAPI women face challenges even as they close the entrepreneur gap
There is much concern about the economy here in 2023 as businesses try to find their footing in the post-pandemic world with rising interest rates, empty workspaces and a general sense of uncertainty. Still, CNBC recently published some positive news: Asian American,...
When does a buy-sell agreement make sense?
Owners of publicly-held companies can sell their equity at any time for the market price. On the other hand, owners in privately-held businesses are often restricted by the company’s organizational documents, contracts and securities laws which prohibit sale to the...
Phantom stock can be a win-win
Companies are always looking at different incentives to motivate their employees better. Examples include year-end bonuses, profit sharing, restricted stock or stock options. These perks can increase productivity, improve the company's overall success and retain...
Does your M&A NDA do what it should?
Companies use non-disclosure agreements to protect themselves and the ongoing viability of their business as they enter and exit business agreements with employees, vendors and business partners. When using these agreements, the company should ask two key questions:...
M&A advisors and brokers catch a break in 2023
On December 29, 2022, President Biden signed into law H.R. 2617, the Consolidated Appropriations Act of 2023. This $1.7-trillion omnibus spending bill covers a lot of ground, but qualifying mergers and acquisition advisors and brokers got a late gift when lawmakers...
What is a ground lease?
Ground leases are typically 99-year property leases between the tenant and property owner. During the lease, the tenant or lessee typically develops a site by erecting a commercial building or taking over an existing site and making it their own. At the end of the...