Category Archives: Business Transactions

  1. What You Need to Know About Online Contracts

    Here are some of the specific issues faced by SaaS, cloud computing, social networking, and other online service companies. Online E-contracts One of the common questions in dealing with tech companies deals with legal and contractual questions when you don’t have an actual customer sitting in your office that you make a deal and sign…

  2. The Due-On-Sale Clause: What It Is And When To Ignore It

    A Due-On-Sale Clause can be found in most contemporary mortgage instruments and, as the name suggests, states that the mortgage debt will become due upon sale of the property.  From a lender’s perspective the logic is fairly straightforward – security for the loan is put at risk when the collateral property is owned by a…

  3. Capitalization, Cap Table, & Initial Accounting

    This article will serve as an explanation of some of the basics around the formation and structure of a corporation.  I am using examples for a typical corporation, but many of the concepts can apply to LLCs and the issuance of units to represent membership interests instead of stock. I)  Capitalization People need to have…

  4. Introduction To Easements

    An easement is, simply put, a right to enter or otherwise use someone else’s land for a specified purpose.  Stated another way, but with slightly more pretention for effect; an easement is a nonpossessory right to use and/or enter onto the real property of another without possessing it.  As you might imagine, merely labeling something…

  5. Guide to Business Entities

    Businesses can be categorized by law in several manners. And these classifications matter when it comes to determining how a business is recognized, how it’s taxed, and the personal liability, or lack thereof, of the business owners. Knowing how their business is set up and how it is categorized under the law is crucial for…

  6. A (Very) Basic Introduction to Estates in Land

    As with most legal concepts, the question of real estate ownership is not simply a yes or no proposition – like cakes and onions, the answer has layers.  Specifically, the various rights accompanying real property ownership can vary in kind, degree, and duration, and include – but are most certainly not limited to – the…

  7. What Exactly Is A PPM (Private Placement Memorandum) And Why Do I Need One To Raise Money?

    This article goes over the basic information about what a PPM is, when and why you may need one.  This information is being provided as a general overview and a basic education of the common terms and federal securities laws involved with a PPM.  Each state has its own securities laws and the discussion in…

  8. The Fundamentals of a Hotel Transaction: Buyer’s Edition

    Hotel investors typically have two paths to take ownership of a hotel asset: Build or Buy. In my experience as a hospitality and transactional attorney, I have learned that those that build (via ground-up new construction or re-development of an existing asset) generally prefer to build a hotel asset over buying an existing asset for…

  9. The Importance of a Commercial Lease Review (Part 2)

    In my previous article, I discussed the importance of a lease review. The lease agreement is the binding agreement between the Lessor and Lessee and many important considerations exist. In most leases, the Lessor-Lessee relationship is known as the Landlord-Tenant relationship. There are many important considerations when reviewing a lease.  A few additional items we…

  10. The Importance of a Commercial Lease Review -Part 1

    The lease agreement is the binding agreement between the Lessor and Lessee. In most leases, the Lessor-Lessee relationship is known as the Landlord-Tenant relationship.  Leases are common in almost every industry as business owners often lease space to operate his or her business. The lease agreement details the terms both parties are agreeing to and…

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