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  1. Fiduciary Duties – Part 2: Duty of Loyalty

    This blog post discusses the Duty of Loyalty. A previous blog post discussed the duty of care and subsequent blog posts will discuss special circumstances regarding fiduciary duties.

    While this blog post refers to the company as a “Corporation” and …

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  2. Fiduciary Duties – Part 1: Duty of Care

    A fiduciary duty is the duty to act in another party’s interests. Directors and Officers of a Corporation owe fiduciary duties to the Corporation itself and to the Corporation’s shareholders. There are two core fiduciary duties owed by Directors and …

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  3. S Corporations and How to Provide Non-voting Stock

    Many of my clients are interested in forming S corporations instead of C corporations so they can save money on taxes. S corps are great, but the Internal Revenue Code imposes many requirements on S corps, some of which may …

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  4. Can Liability Under an Indemnification Clause Last Forever?

    Stock Purchase Agreements and Asset Purchase Agreements typically contain extensive representations and warranties regarding the selling entity and, to a much more limited extent, the purchasing entity. These representations and warranties speak to the existence or non-existence of certain facts …

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  5. Small Business Legislative & Regulatory Update

    Proposed Changes to the FAR Regarding 8(a) Program Contracts

    DoD, GSA and NASA have proposed amending the FAR to provide guidance on an 8(a)’s ability to continue to accept orders after its departure from the program and provisions related to …

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