Business Overview

Overview

We deliver a comprehensive range of sophisticated, cost-effective business law services to entrepreneurial start-ups, middle market companies and Fortune 100 enterprises, as well as nonprofit and tax-exempt organizations and associations of every description.  

A full service business firm, we advise on commercial, financial and transactional issues, including business formation, capital raising, mergers and acquisitions, recapitalizations and reorganizations, corporate succession planning and liquidity events.  

Our industry experience is far-reaching, extending to construction, education, energy, financial services, government contracting, higher education, healthcare, IT, insurance, life sciences, manufacturing, transportation, real estate development, restaurants and hospitality, and technology, among numerous others.

From our growing Mid-Atlantic footprint, we serve clients regionally, nationally and globally.

Client Alert: U.S. Government Appeals National Injunction Against Corporate Transparency Act

Following a Texas federal district court’s issuance of a nationwide injunction temporarily halting enforcement of the Corporate Transparency Act (“CTA”), the U.S. government has filed an appeal with the U.S. Court of Appeals for the Fifth Circuit, challenging the district court’s findings (found here). In response to both the national injunction and the appeal, the Financial Crimes Enforcement Network (“FinCEN”), the agency responsible for enforcing the CTA, issued guidance (found here) clarifying that reporting companies are not currently required to file beneficial ownership information (“BOI”) reports and will not face liability for noncompliance “while the preliminary injunction remains in effect.”

Client Alert: Federal Court Grants Nationwide Preliminary Injunction Against Corporate Transparency Act

On December 3, 2024, the U.S. District Court for the Eastern District of Texas, Texas Top Cop Shop, Inc. v. Merrick Garland (Civil Action No. 4:24-CV-478), issued a memorandum opinion and order granting a nationwide preliminary injunction against the enforcement of the Corporate Transparency Act (“CTA”) and its implementing regulations and staying the compliance deadline for reporting companies pending further order of the court.

Client Alert: Corporate Transparency Act (CTA) Found Unconstitutional by Federal District Court

On March 1, 2024, the U.S. District Court for the Northern District of Alabama in National Small Business United et al.  v. Janet Yellen et. al., Case No. 5:22-cv-1448-LCB,  held the Corporate Transparency Act (the “CTA”) to be unconstitutional. In this surprising decision, U.S. District Court Judge Liles C. Burke ruled “The CTA is unconstitutional because it cannot be justified as exercise of Congress’ enumerated powers.”

A Primer on IP Representations and Warranties in Asset Purchase and M&A Deals

Parties to a bargain typically make representations and warranties (“RWs”) to one another. RWs expressly record the parties’ understanding as to the conditions and facts under which they enter into a deal. In an asset purchase or an M&A deal, they form a material part of the transaction and account for a significant portion of the negotiations.
 

Webinar: Choice of Corporate Entity

Jordan Halle and Phil Bogart discuss the various types of business entities, general governance and ownership principles, and the pros and cons of choosing an entity type for a given purpose. The discussion also includes the federal income tax aspects of these entity types.