Información legal
Commercial Contract Attorney: Review and Negotiation Guide in NY
A Commercial Contract Attorney helps New York companies review contracts, manage negotiation redlines, and reduce legal exposure. Hiring a Commercial Contract Attorney secures your business.
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Workplace Surveillance Laws: Employee Privacy Rights and Legal Options in New York
Workplace Surveillance Laws in New York protect employee privacy rights while establishing legal boundaries for employer monitoring, notice requirements, and violation remedies. Employees must understand how state and federal protections balance legitimate business security with personal privacy expectations. When employers exceed legal limits or fail to provide required disclosures, workers can document violations and pursue formal legal remedies.
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Asset Purchase Agreement Vs. Stock Purchase for New York Buyers
Asset Purchase or Stock PurchaseThe usual summary — an asset purchase leaves the seller's liabilities behind — is true often enough to be dangerous.New York applies de facto merger broadly, and continuity of ownership is the element that matters most. A seller who takes buyer equity as consideration has moved toward the outcome the structure was chosen to avoid. Then there is the bulk sale rule. New York requires notice to the Department of Taxation and Finance before closing. Miss it and the buyer inherits the seller's unpaid sales tax — the most reliable way we see buyers acquire exactly what they structured around.Tax pulls the other way. The buyer wants stepped-up basis; a C corporation seller wants to avoid the second layer of tax. The structure question is usually a tax question wearing a liability costume.And the asset structure has a price. Every contract must be assigned, anti-assignment clauses hand counterparties leverage, and some permits do not transfer at all.
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Business Entity Types: Llc, S-Corp, C-Corp, and Partnership Compared
Choosing an EntityS corporation is not an entity. It is a tax election, available to both LLCs and corporations. Most comparison charts list it alongside the others, which is where the confusion starts.The real question is narrower than the menu suggests. If you intend to raise institutional capital, you will end up a Delaware C corporation, because most venture funds cannot hold pass-through interests. Starting as an LLC and converting later is possible — it is also taxable once the business has value, and it restarts the holding period for qualified small business stock under Section 1202, a benefit available only to C corporations. If you do not intend to raise that capital, the calculus reverses. Pass-through treatment avoids the second layer of tax, and an LLC's operating agreement can allocate economics in ways corporate stock cannot.Choosing early is cheap. Choosing again is not.
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Sales Contract Essentials: Terms That Allocate Buyer and Seller Risk
Leaving a term out does not leave it open. The UCC supplies one. Price becomes a reasonable price at delivery. Delivery becomes the seller's place of business. Payment becomes due when the buyer receives the goods. A contract formed without these terms is still binding — it simply operates on defaults the parties never negotiated. Quantity is the exception. A writing is enforceable only up to the quantity it states, and no default fills that gap. It is the one term that must appear. Ongoing supply arrangements carry their own limit. A requirements or output contract is measured by good faith, and a quantity unreasonably disproportionate to any stated estimate or to prior dealings is not enforceable. Buyers who cut orders sharply and sellers who surge them both encounter this. Termination of an open-ended contract requires reasonable notification, whatever the agreement says about at-will termination. And how the parties actually perform becomes part of the deal. Course of dealing and usage of trade supplement and explain the written terms. Purchase orders, acknowledgments, and correspondence are not just evidence of the contract — over time they become the contract.
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Legal Protections in Business Sales: Key Terms for New York Sellers
Baskets, caps, and escrow holdbacks are contractual creations, not statutory ones. They exist because the parties put them in the agreement, and how they are drafted decides what the buyer can actually recover after closing. A basket sets the point at which indemnification begins. The drafting question is whether it operates as a deductible, so that the seller pays only the excess over the threshold, or as a tipping basket, so that once the threshold is crossed the seller pays from the first dollar. A cap sets the ceiling, usually with carve-outs for fraud and for fundamental representations such as title and authority. An escrow holdback makes the cap collectible by keeping part of the price out of the seller's hands, and its release schedule should track the survival period for the representations rather than a date chosen independently. Survival periods deserve attention on their own. New York allows parties to agree on a period shorter than the six years that CPLR 213(2) gives a contract claim, and most agreements do. A representation stated to survive indefinitely still runs into that six-year limit. One New York issue recurs in post-closing disputes: whether a buyer who knew of a breach before closing can still sue on the representation. Under CBS Inc. .. Ziff-Davis Publishing Co., 75 N.Y.2d 496 (1990), a buyer need not prove reliance on an express warranty, but Galli v. Metz, 973 F.2d 145 (2d Cir. 1992), holds that a buyer may be found to have waived a representation it knew to be untrue — unless the seller was the source of that knowledge. Agreements that expressly preserve indemnification claims regardless of the buyer's knowledge avoid the argument altogether; agreements that are silent invite it.
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