by Chris SwiecickiThe Impact of SCOTUS Decision in Connelly v. United States on Buy-Sell and Estate Taxes
If you’re a business owner who’s ever set up a buy-sell agreement or taken out life insurance to help fund one, the recent U.S. Supreme Court decision in Connelly v. United States should give you pause. In a ruling that could carry serious tax implications, the Court held that life insurance proceeds paid to a company must be included in the company’s valuation for estate tax purposes—even if...
by Chris SwiecickiWhat is the “Representations and Warranties” Section of a Purchase Agreement for, and Why is it Important?
When buying or selling a business, an accurate representations and warranties section of a purchase agreement is critical for ensuring a smooth transition. Any size entity, whether a small family business or larger corporation, is bound to the facts stated in the agreement in order to close the transaction. Because there are so many legal details that could result in indemnification...
by Chris SwiecickiHow Long Does the Average M&A Deal Take?
Mergers and Acquisitions (M&A) are complex business transactions that can significantly impact companies, industries, and even whole economies. They involve the combination of two or more companies, either through a merger (the coming together of equals) or an acquisition (one company purchasing another). Business owners, even though they are aware of the complexity of such deals, are...
by Chris SwiecickiThree Kinds of Conflicts Where a Corporate Lawyer is Essential
“Corporate law” is a broad category involving all legal issues of establishing, managing, and operating a corporate entity. But at the same time, it is a highly specialized area of practice. Out of the 1.3 million attorneys in the American Bar Association, less than 15,000 are classified as corporate lawyers. Within this group, there are specialties within the specialty. For example, an...
by Chris SwiecickiWhat is Patent Infringement? And Can it Apply to Apps?
In today’s smart-phone driven world, mobile applications are part of everyday life. Apps are everywhere, enhancing our productivity, communication, and entertainment. For app developers coming up with the next big idea that will disrupt a particular industry, it’s understandable to be protective of their creation and its underlying technology. Everyone working in the tech world needs to...
by Chris SwiecickiWhat is “Lifting the Corporate Veil” in Company Law?
Founders set up LLCs and other corporations to protect themselves from personal legal liability. The personal assets of members of an LLC are separate from their business assets. However, courts sometimes end the limited liability protection for owners, directors, and shareholders, an action called the lifting the corporate veil or piercing the corporate veil. “Veil” refers to the protection...
by Chris SwiecickiWhat is a “Poison Pill” in Corporate Law?
When a larger company tried to take over the company owning the St. Louis Post-Dispatch in 2022, corporate lawyers showed Lee Enterprises how to fight back. They crafted a poison pill defense, or shareholders rights plan, to kill the unsolicited offer from Alden Global Capital. The defense worked, and Lee still owns the Post-Dispatch and 22 other papers. Corporate lawyers often recommend...
by Chris SwiecickiHow 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