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I Want to Raise Capital: Should I Be an LLC or a Corporation?

By All, Corporate, Featured

One of the most important issues entrepreneurs and business owners have to address when forming an entity for their business is fundraising. An entrepreneur that will be raising capital has to make the choice of entity that she believes will be most conducive to that objective. Two entities that are often chosen as the entity for new businesses are limited liability companies (LLCs) and C-Corporations. When it comes to fundraising, there are a variety of factors and questions an entrepreneur must address in deciding which of those entities to choose for the business. We address two of those issues here: (a) the source of the capital and (b) long term goals & exit strategy. Read More

What State Should I Incorporate In?

By All, Corporate, Featured

When setting up a company, you must not only choose the right type of entity, but the right state of formation.  The term “incorporate” means you are forming a corporation, but a corporation may not necessarily be the best choice for your business (we will address this issue in next week’s post).  You may also have heard that Delaware is the premium jurisdiction for your startup.  That may be the best choice in some instances, but not always.  There are a number of factors to consider when setting up your company, such as how business-friendly the state is, or whether the state is widely recognized as a hub for your venture’s specific industry.  Other considerations include proximity to your business, legal jurisprudence favorable to you, and of course, tax implications. Read More

Dunnington Client Alert: Stalking Horse Transactions & COVID-19 Opportunities in a Challenging Economy

By All, Client Alerts, Corporate, COVID-19 Guidance, Featured, Litigation, Arbitration and Mediation, Publications

COVID-19 has turned the world and U.S. economy upside down. As the number of bankruptcies in the United States increases due to impacts from the coronavirus pandemic, stakeholders in distressed industries facing bankruptcy have concerns about losing their investments. Unfortunately, many will. This article offers an alternative, and suggests that there are potential opportunities for those with the vision and staying power to participate in rebuilding a new economy using pre-existing mechanisms under the U.S. bankruptcy framework via an often overlooked procedure—the repurposing and reuse of distressed assets through Section 363 of the U.S. Bankruptcy Code (“Section 363”). The decisive player and early mover can use Section 363 to seize opportunity in distressed industries and combat the current economic skid. Here, we provide an overview, insights, and pro tips in the use of Section 363.* Read More

Trademark Bulletin July 2020

By All, Featured, Intellectual Property, Advertising, Art and Fashion Law, Trademark Bulletins

Remembering Rep. John Lewis, Who For Years Stood With Native American Peoples in Opposing Washington’s “Redskins” Moniker

            The late Rep. John Lewis stands among a handful of Civil Rights juggernauts whose actions and sacrifices shaped the history of racial justice in this country.  Recognized as an aide and close associate of the Reverend Dr. Martin Luther King, Jr., Lewis is perhaps best known as an organizer of several peaceful protests in support of racial equality during the Jim Crow Era, including several “Freedom Rides” through the American South in 1961, the 1963 March on Washington and the 1965 Montgomery-to-Selma marches.

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New York’s COVID-19 Tenant Eviction Relief Survives Legal Challenge

By All, COVID-19 Guidance, Featured, Real Estate

On June 29, 2020, a U.S. federal court ruled in favor of New York Governor Andrew Cuomo on a challenge brought to an eviction moratorium enacted in response to the COVID-19 pandemic.  Landlords, Elmsford Apartment Associates, tried to challenge the relief measure which limits evictions for non-payment of the rent during the COVID-19 crisis alleging that this restriction violates landlords’ rights under federal law. Read More

Dunnington Client Alert: Summary of the June 20, 2020 Presidential Proclamation Suspending Entry of Immigrants and Nonimmigrants Who Present Risk to the U.S. Labor Market During the Economic Recovery Following the 2019 Novel Coronavirus Outbreak

By All, Client Alerts, COVID-19 Guidance, Featured, Immigration, Italy Desk

Nicola Tegoni, Partner

June 26, 2020

On June 20, 2020, President Trump pursuant to Immigration and Nationality Act (“INA”) sections 212(f) and 215(a) and 3 U.S.C. section 301 issued a Proclamation that suspends the entry of foreign nationals on certain employment-based nonimmigrant visas into the United States.

This Proclamation extends, effective immediately, Presidential Proclamation 10014 issued on April 22, 2020 which suspended the entry of certain immigrants into the United States. Read More