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Tag Along Rights: Protecting Minority Shareholders in Company Sales
Tag along rights are crucial contractual protections designed to safeguard minority shareholders in private companies. These rights ensure that if majority shareholders decide to sell their stake, minority holders can “tag along” and sell their shares on the same terms and conditions.
Evan Howard
May 30, 20255 min read


Drag Along Rights: What They Mean for Partners and Companies
Drag along rights are, at their core, a mechanism to prevent minority shareholders or members from obstructing a sale of the company that the majority wants to pursue.
Evan Howard
May 28, 20259 min read


Oral Health Products Inclusion Act: Expanding Access to Preventive Oral Care
The Oral Health Products Inclusion Act represents a significant bipartisan step toward improving Americans’ access to essential oral...
Evan Howard
May 27, 20257 min read


FDA’s Action on Ingestible Fluoride Supplements: Legal, Regulatory, and Public Health Perspectives for the Oral Care Industry
In May 2025, the U.S. Food and Drug Administration (FDA) announced its intention to remove ingestible fluoride prescription drug products such as tablets and drops for children from the market, pending the completion of a safety review by October 2025.
Evan Howard
May 27, 20256 min read


Chapter IV: Food of the FD&C Act – A Comprehensive Guide
Whether you’re a food business seeking to navigate regulatory requirements or a consumer wanting to understand how your food is regulated, Chapter IV is the key to understanding how food safety, labeling, and quality are maintained in the U.S. market.
Evan Howard
May 26, 20258 min read


Mouthwashes: How Ingredients and Marketing Claims Can Trigger Clinical Trials and NDA Requirements
Behind the minty freshness and bold marketing claims lies a complex regulatory landscape, where both the ingredients used and the promises made can determine whether a product glides smoothly to market or faces the rigorous scrutiny of clinical trials and New Drug Applications (NDAs).
Evan Howard
May 24, 20255 min read


Can an LLC Own An S Corporation? Myths, Caselaw, and IRS Guidance Explained
A frequent misunderstanding is that “LLCs cannot own S corporations.” In reality, the rule is that entities taxed as partnerships or corporations cannot be S corporation shareholders. A single-member LLC, if disregarded for tax purposes and owned by an individual or other eligible person, is not treated as a separate entity and thus does not violate the rule.
Evan Howard
May 22, 20256 min read


Understanding Allowable Antiplaque and Antigingivitis Marketing Claims in OTC Oral Care Products
The 21 CFR 356 monograph for antiplaque and antigingivitis drug products represents a comprehensive, evidence-based approach to regulating OTC oral health products in the United States. By clearly defining which active ingredients are safe and effective, specifying allowable claims, and outlining the circumstances under which a New Drug Application is required, the monograph provides a transparent framework for manufacturers, clinicians, and consumers alike.
Evan Howard
May 20, 20257 min read


The National Advertising Division: Its Role in OTC Drug Advertising, FDA Collaboration, and the Regulatory Process
The National Advertising Division plays a pivotal role in the world of OTC drug advertising, working alongside the FDA and FTC to ensure that advertising claims are truthful, substantiated, and not misleading.
Evan Howard
May 19, 20257 min read


Federal Regulations of New Toothbrush Development
Whether you’re launching a classic manual brush, a high-tech powered model, or an innovative new design, compliance is your key to building trust with consumers, dental professionals, and regulators alike. Stay informed, stay compliant, and you’ll be well-positioned to make a positive impact in the world of oral care.
Evan Howard
May 18, 20258 min read


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


Tax Implications of an Acquisition from the Buyer Side: How Structured Asset Purchase Agreements Benefit New Owners Through Depreciation and Amortization
When businesses change hands, the structure of the acquisition has profound tax consequences for both buyer and seller. From the buyer’s perspective, the choice between an asset purchase and a stock purchase is not merely a technical distinction-it can dramatically affect the after-tax value of the deal.
Evan Howard
May 11, 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
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