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Adverse Possession in a Closely Held Company? ‘Stash’ This One Away

Imagine for a moment that you’re a shareholder in a closely held corporation. In most jurisdictions, that status as a shareholder obligates you to a heightened fiduciary duty to your fellow shareholders. Now imagine that your closely held corporation is in the real estate business, and one of your fellow shareholders sues the corporation for…
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Florida State and Clemson vs. the ACC: Is There a Way Out for Both?

Both the Florida and North Carolina courts have now dipped their toes into Florida State University’s (“FSU”) dispute with the Atlantic Coast Conference (“ACC”) over the high exit price the school must pay to leave the conference. As we wrote last December, FSU and the ACC kicked off the holiday season with reciprocal lawsuits concerning…
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The Heat Is On SEC’s Climate-Related Disclosure Rules

On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules requiring issuers to include extensive disclosure in registration statements and periodic reports regarding material climate-related risks and impacts on their business strategy, financial condition and results of operations.[1] The release promulgating the final rule, which is 885 pages long,…
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Noncompete, Overtime Rules Change, But Legal Challenges Remain

April 23, 2024, was a big day for the Biden Administration, as the U.S. Department of Labor (“DOL”) and Federal Trade Commission (“FTC”) almost simultaneously launched new revamped rules which will affect millions of employers and employees nationwide. There are important items and deadlines for both rules which employers will have to comply with absent…
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Short-Term Rental Proposal is Latest Threat to Airbnb/Vrbo Business Model

In many states, the tide appears to be turning against short-term rentals. With restrictions on short-term rentals, such as Airbnb and Vrbo, on the rise, businesses operating short-term rental properties are running out of options. Such restrictions are not unheard of in larger vacation hot spots such as Miami or Nashville, seemingly with the goal…
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Cross-Border M&A Opportunities Favor the Prepared

Cross-border mergers and acquisitions (“M&A”) unlock growth, diversification, and a stronger global stance for businesses. These strategic moves enable firms from different nations to blend resources, making way into new markets, tapping into unique technologies, enhancing products, and realizing economies of scale and scope. Despite uncertainties from economic, regulatory, and geopolitical developments, the outlook for…
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Ready for More Corporate Transparency? Understanding the NY LLCTA

Despite the fact that its constitutionality is currently in legal limbo, the federal Corporate Transparency Act has already had an impact rippling through a number of business sectors, thanks in no small part to the wave of state-level ownership disclosure laws it has inspired. One of the more significant of these emerging state laws is…
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Lessons From the License to Drive (and Protect) Sports Illustrated

For years, Sports Illustrated (SI) has provided exclusive, in-depth looks into some of sports’ greatest games and players, with its voice and visuals providing great entertainment and information for sports fans around the world. As an example, a signed 1975 SI cover of Muhammed Ali and Joe Frazier is one of my most prized pieces…
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Betting the Farm on Solar: Leasing and Due Diligence Considerations

While imagery of the American Dream used to be picturesque farm towns, robust bounties and families gathered around the table for a meal, values have shifted, and once-robust farming communities have become forgotten lands, with few farmers left in sight. As generational values continue to evolve, many landowners are left with few options when faced…
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Accidental Termination on Purpose? S Corp Ruling Could Be Huge For QSBS Owners

Qualified Small Business Stock (“QSBS”) is arguably one of the largest “gifts” Congress has given taxpayers by excluding from a shareholder’s gross income the greater of $10 million or 10 times the shareholder’s basis in the QSBS that was sold. With the recent IRS Private Letter Ruling (“PLR”), that exemption has perhaps become easier to…
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