Business & Corporate

BLOG: New York v. Delaware Part 1: Which State Is Best to Incorporate My Business?

January 24, 2020
By Melissa M. Rodriguez
Business owners often have two questions when launching their business and growing it through commercial relationships and/or corporate transactions. These questions are "where should I incorporate?", and once the business is incorporated and operating, "what should the applicable law be of our agreements?" Two states come to mind when dealing with these questions. Both Delaware and New York have developed a reputation for purposes of incorporating businesses and being the governing law/jurisdiction of choice in commercial agreements and corporate transactions. But which makes more business sense? In this two-part series, we first address the question "Which state is best to incorporate your business?" reveal key insights that businesses of all types should consider when navigating the incorporation process and negotiating transactions and business relationships.

BLOG: Healthcare Company Investments and Acquisitions

November 21, 2019
By Francis G. Massaro
In recent years, acquisitions of and investments in healthcare companies have been on the rise, particularly driven by increasing private equity investment activity. These investments can provide unique opportunities for healthcare companies to grow and for investors to realize the benefits of the expanding healthcare industry. While these acquisitions and investments often look and feel like standard acquisitions and investments, the highly regulated nature of the healthcare industry imposes additional risks and requirements on any investor in these companies. This blog will provide an overview of some of the potential risks and legal issues associated with investing in or acquiring a healthcare company.

BLOG: Government Contractor Acquisitions and Clearances: Deal Structure Matters

October 11, 2019
By Megan C. Connor and Kathryn L. Hickey
Our Corporate and Government Contracts attorneys often counsel contractors interested in acquiring an entity with a clearance or assets used on a classified contract. The clearance is a consideration in the transaction that cannot be overlooked. Indeed, the clearance is often one of the seller's most important "assets." Buyers and sellers alike should be aware of the National Industrial Security Program Operating Manual ("NISPOM") requirements.

BLOG: Special Considerations When Forming a Medical Professional Services Company

October 9, 2019
By David T. Shafer and Francis G. Massaro
While it is often thought that forming a business is a simple process accomplished by filing formation documents provided by a jurisdiction's Secretary of State (or equivalent), actual compliance with a particular jurisdiction's corporate and/or limited liability company law provisions requires further analysis. For many types of professional services businesses, most states require such professional services businesses to organize as professional corporations ("PCs") or professional limited liability companies ("PLLCs"), which impose additional organizational requirements. Professional services businesses are often categorized by jurisdictions as those businesses that require additional licensure to perform the services associated with the business, such as medical service providers, engineers, architects, accountants, and attorneys. For medical services PCs and PLLCs in Virginia and Maryland, these requirements which often relate to various licensing requirements, can complicate establishing professional services companies and expose owners, officers, and employees to additional risk and liability.

BLOG: Why Government Contractors Should Know About the Delaware LLC Division Statute

August 20, 2019
By Kathryn L. Hickey
Relatively often in the government contracting industry a business finds itself in the position where, for one reason or another, it needs to split, fracture, or otherwise reorganize its operations by separating one line of business or division into a separate entity. When prime federal contracts are transferred from one entity to another, it often necessitates a novation agreement with the contracting government agency. Many government contractors discover the novation process to be relatively lengthy and burdensome, with the potential to delay or hinder the ultimate business objectives, and traditional corporate restructurings can be cumbersome and inefficient. The Delaware Limited Liability Company Act (DLLCA) LLC Division Statute provides a potential streamlined path to entity reorganization.
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