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Key Takeaways An asset purchase agreement transfers selected business assets, not the entire company. Buyers choose assets and exclude liabilities unless expressly assumed in the agreement. New York law generally prevents liability transfer unless specific exceptions apply. The agreement must define purchased and excluded assets to avoid disputes. Indemnification provisions assign responsibility for post-closing losses…

Starting or expanding a business in New York means juggling opportunity and risk, often at the same time. Every conversation with a potential investor, partner, or buyer carries weight, and one misplaced word can change the outcome. Before anyone signs a binding contract, most professionals take a vital first step: the Letter of Intent (LOI)….

Starting a business in New York is exciting, but the early decision of how to structure your company will define your financial and legal future. Many entrepreneurs find themselves debating the crucial difference between LLC and sole proprietorship, which are the two most common small business setups in the state. While a sole proprietorship offers…

Key Takeaways New York law requires LLCs to have a written operating agreement. An operating agreement governs ownership, management, and business operations. The agreement helps maintain liability protection by separating personal and business assets. Without an agreement, New York default LLC rules control business operations. New York requires signing the agreement within 90 days of…

When deciding between a business lawyer vs corporate lawyer, it often comes down to how big and complicated your business is and where it is in its journey. Business lawyers handle a wider range of issues than corporate lawyers, focusing on corporations, governance, and securities. Their work can cover everything from contracts to hiring. Knowing…

When starting a business in New York, you must make decisions that will affect your company’s future. One of the most important choices is whether to run your business as a corporation (Inc.) or a limited liability company (LLC). An LLC offers flexible tax treatment and simpler administration, with profits and losses reported on owners’…

Key Takeaways Forming a New York LLC requires filing Articles of Organization with a $200 state fee. New York requires LLCs to publish formation notice in two newspapers for six weeks. New York requires every LLC to create an operating agreement governing roles and profit distribution. New York LLCs must file a Biennial Statement every…

Key Takeaways New York law allows one LLC to own another LLC. This structure creates a parent-subsidiary relationship between the LLC entities. Each LLC must file separate Articles of Organization with the New York Department of State. New York LLCs must publish formation notices in two newspapers for six weeks. Each LLC must file a…

The way your business manages intellectual property; whether protecting your creations or licensing them to others, can influence growth, revenue, market presence, and your ability to take advantage of new opportunities in a crowded marketplace. Maybe you’re transferring your brand name to a collaborator, or you need legal permission to incorporate a patented process that…

Appearing before the U.S. Senate Banking, Housing, and Urban Affairs Subcommittee on Economic Policy at the end of July, Dr. R. James Toussaint, a physician member of the Coalition for Patient-Centered Care, described his experience with a non-compete agreement, including its consequences for his career. Workplace disputes over restrictive covenants, the doctor’s testimony demonstrates, do…