Author: Chris Swiecicki

by Chris Swiecicki

How to Find a Corporate Tax Lawyer

Creating a tax strategy takes teamwork among legal, finance, and accounting professionals. Many companies trust an independent corporate tax lawyer as an advisor to the tax strategy team. When you are ready to add a corporate tax lawyer to your team, how do you find one? The search starts the old-fashioned way and ends with a list of interview questions.  Ask for a Referral to a Corporate Tax...

by Chris Swiecicki

Understanding Sandbagging in M&A Transactions

In the context of buying a business, a “sandbagging” Buyer is one who is (or becomes) aware that a specific representation or warranty made by the Seller is false—but instead of telling the Seller this fact, the Buyer completes the transaction. The Buyer then seeks post-closing damages against the Seller for the breach. Sandbagging is a frequent occurrence in acquisitions. It...

by Chris Swiecicki

Understanding Contract Law: The Implied Covenant of Good Faith and Fair Dealing

A legal contract’s basic function is to state the rights and obligations of each party. In addition, the document typically covers what will happen under a variety of possible scenarios. This list of stipulations can be quite lengthy, especially in contracts between corporate entities. (more…)

by Chris Swiecicki

Mergers and Acquisitions: The Perils of Breaking a Stock Purchase Agreement

At Swiecicki & Muskett, LLC, we often litigate interesting cases that illustrate just how important it is to follow the terms of a contract. One recent case involved our appeal of findings in favor of the seller of a business. We aimed to prove that the company breached its Stock Purchase Agreement (SPA) with the buyer, despite the original court ruling in the seller’s favor. (more…)

by Chris Swiecicki

C-Corps vs. LLCs: Which One is Right for My Business?

When deciding the best way to structure their business, owners are often inundated with advice. And while friends , colleagues, and even accountants can mean well, they can inadvertently steer them into a choice that is problematic and expensive. (more…)