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Buyout Provisions in Bylaws and Operating Agreements: Legal Foundations, Practical Considerations, and Key Case Law
A typical buyout provision specifies the triggering events that require or permit a buyout, such as voluntary withdrawal, death, disability, or expulsion for cause. It also outlines who has the right or obligation to purchase the departing owner’s interest, often the company itself or the remaining owners, and the method for valuing that interest, which may be based on book value, fair market value, or an independent appraisal.
Evan Howard
May 16, 20253 min read


IRC Section 721: Guide to Nonrecognition of Gain or Loss on Contribution to a Partnership
IRC Section 721 is a provision in the U.S. Internal Revenue Code that governs the tax treatment of property contributed to a partnership in exchange for an interest in that partnership.
Evan Howard
May 15, 20257 min read


NAD Fast Track SWIFT: Speedy Advertising Dispute Resolution
The National Advertising Division (NAD) has fulfilled this need and introduced the Fast-Track SWIFT process - a streamlined path to tackle advertising allegations.
Evan Howard
May 14, 20256 min read


The Anticaries OTC Monograph: Foundation of Cavity Prevention in the U.S.
Dental caries-commonly known as tooth decay or cavities-remains one of the most prevalent chronic diseases globally. In the United States, the fight against cavities has been revolutionized by the widespread use of fluoride-containing products, especially toothpastes and mouth rinses.
Evan Howard
May 13, 20258 min read


The Rise and Fall of Seller-Financed Notes in SBA Transactions
The rise and fall of seller-financed notes in SBA transactions is a story of innovation, flexibility, and, ultimately, regulatory tightening that has dramatically reshaped how small business acquisitions are financed in the United States.
Evan Howard
May 12, 20257 min read


Section 338(h)(10) Election: An In-Depth Guide for M&A Tax Planning
A Section 338(h)(10) election is a nuanced and powerful provision within the Internal Revenue Code, designed to provide flexibility in the tax treatment of certain corporate acquisitions.
Evan Howard
May 12, 20257 min read


Phantom Employee Fraud: Legal, Tax, and Corporate Governance Implications
Phantom employee fraud is a serious threat to organizations of all sizes, with profound legal, tax, and governance consequences. Whether perpetrated by a rogue executive or a business owner seeking to enrich family members, these schemes can result in criminal prosecution, civil liability, tax penalties, and lasting reputational damage.
Evan Howard
May 10, 20256 min read


The Antiplaque and Antigingivitis OTC Monograph: Science, Regulation, and the Future of Gum Health
Gum health is a vital, yet often overlooked, component of overall well-being. While much public attention is given to cavity prevention, the fight against plaque and gingivitis is just as crucial.
Evan Howard
May 10, 20258 min read


Understanding Multi-Step Transactions in Mergers and Acquisitions
While the concept of one company buying another seems straightforward on the surface, the reality is far more intricate. Many M&A deals, especially those involving public companies or complex ownership structures, require a series of coordinated legal and financial steps to achieve the desired outcome.
Evan Howard
May 9, 20257 min read


Chapter III: Prohibited Acts and Penalties of the FD&C Act
The Federal Food, Drug, and Cosmetic Act (FD&C Act) is the cornerstone of food and drug law in the United States. Chapter III of the FD&C...
Evan Howard
May 8, 20256 min read


Understanding the Anticaries, Antiplaque Antigingivitis, and Hypersensitivity OTC Monographs: Creation, Status, and Impact
Oral health is a cornerstone of overall well-being, and millions of people rely on over-the-counter (OTC) products every day to prevent cavities, fight plaque and gingivitis, and manage tooth sensitivity.
Evan Howard
May 7, 20258 min read


Beyond the Basics: Navigating the Complexities of S-Corporations in Modern Business
The S-Corporation, or S-Corp, is a fixture in American business, prized for its tax efficiency and liability protections. Yet, confusion abounds-one of the most common errors is thinking of the S-Corp as a type of business entity, like an LLC or a C-Corporation.
Evan Howard
May 6, 20257 min read


FTC Process Before Filing a Lawsuit Over Marketing Claims
When the Federal Trade Commission (FTC) identifies potentially deceptive marketing claims, they follow a structured enforcement process designed to protect consumers while encouraging voluntary compliance.
Evan Howard
May 5, 20253 min read


Understanding the Difference Between Non-Disclosure Agreements and Confidentiality Agreements
When it comes to protecting sensitive business information, two terms often come up: non-disclosure agreement (NDA) and confidentiality agreement.
Evan Howard
May 4, 20256 min read


How Most Small Businesses Are Valued: Understanding Multiples of EBITDA and Seller’s Discretionary Earnings
Valuing a small business is a nuanced process that blends financial analysis with market insight and an understanding of the unique characteristics of each company.
Evan Howard
May 3, 20256 min read


Creative Financing in Business Acquisition: A Case Study on Structuring a Win-Win Deal
In the world of business acquisitions, rarely does a deal come together with a one-size-fits-all approach. Buyers and sellers often have different priorities, and traditional financing sometimes falls short of meeting everyone’s needs.
Evan Howard
May 2, 20257 min read


Exposing the Truth: Recent Lawsuits Over False and Misleading Claims in Oral Care Product Advertising
The oral care industry is extremely competitive, with brands vying for consumer trust through bold claims about whiter teeth, cavity protection, and even broader health benefits.
Evan Howard
May 1, 20255 min read


The Removal of Loan Contingency in NC Real Estate Form 580-T: A Consumer's Nightmare
he North Carolina Association of REALTORS® (NCAR) has made a significant change to Standard Form 580-T, the Offer to Purchase and Contract form, by removing the agent commission contingent on financing.
Evan Howard
Apr 30, 20255 min read


Case Study: Creative Financing in a Complex Business Acquisition
In this case study, we’ll walk through the real-world journey of representing a buyer in the acquisition of a business division.
Evan Howard
Apr 30, 20257 min read


The FDA Cosmetic Act: In-Depth Analysis of the Federal Food, Drug, and Cosmetic Act and Its Modern Impact on Cosmetic Regulation
The FDA Cosmetic Act, formally known as the Federal Food, Drug, and Cosmetic Act (FD&C Act), is the foundation of modern cosmetic regulation in the United States.
Evan Howard
Apr 29, 20259 min read
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