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RESOURCES
Articles, alerts & commentary
Client alerts and commentary on the developments that affect your business, written to be read and used.
Q&A: How To Make Your SPE Boring
What Is A Special Purpose Entity? Richard Colosimo: Mike, thanks for joining us today. In your career, you’ve been a consultant and a CFO and an M&A professional, and an investor and founder. Today, I’m hoping you can give us some advice for people entering into small investment partnerships, which typically take the form of a special purpose entity. Let’s dive right in—what exactly is an SPE, and why do investors use them? Michael Princi: Glad to be here. A special purpose e
Samuel Ogbegun
6 min read
Your AI Lawyer Doesn’t Know What it Doesn’t Know
More businesses are attempting to use AI to perform a variety of tasks that legal counsel would typically perform, including: draft contracts, review and summarize documents, conduct legal research. The reality is that while AI can do great things, there are tremendous risks and pitfalls in using AI to perform such legal services, the results of which can be catastrophic, and very often increase legal fee expenditures. Why is your “AI lawyer” potentially (likely) wrong? A few
Samuel Ogbegun
3 min read
Updating NDAs for the AI Era
Traditional NDAs weren't designed for a world where employees and contractors routinely interact with AI tools for work. When someone inputs confidential information into most AI platforms, that data doesn't necessarily just disappear. It might be used to train future models, stored indefinitely, or accessed by the platform provider. Some platforms explicitly state they don't use inputs for training, but their privacy policies can change, and contractual protection is critica
Samuel Ogbegun
2 min read
The Pitfalls of Autorenewal Contracts
In today’s business landscape, contracts that automatically renew (commonly known as “evergreen” or “autorenewal” contracts) are becoming increasingly prevalent. While these arrangements may appear convenient at first glance, the fine print often contains provisions that can restrict flexibility, impose long-term commitments, or escalate costs over time. Here is what business owners need to know before signing an autorenewal contract. What Is an Autorenewal Contract and Why S
Samuel Ogbegun
3 min read
Important Update on “NJ Mansion Tax” and “Controlling Interest Transfer Tax” Law
What Is the “Mansion Tax”? The New Jersey Mansion Tax is a transfer tax that applies when certain classifications of real estate are transferred for 1 million dollars or more. It is collected at closing and must be paid before the deed can be recorded. The tax applies to the sale/transfer of (a) residential homes, (b) commercial properties (including office and retail buildings, warehouses, farmland, but excluding industrial properties and vacant land) and (c) ownership inter
Samuel Ogbegun
2 min read
Why Every Employer Needs Employment Practices Liability Insurance (EPLI)
One question we hear frequently from our corporate clients is: “Do we really need Employment Practices Liability Insurance?” The answer is yes – EPLI is no longer optional. It’s an insurance necessity. What is EPLI? Employment Practices Liability Insurance (EPLI) is a type of insurance separate and apart from comprehensive general liability insurance and is expressly designed to protect businesses from the financial fallout of employment-related claims. These claims typicall
Samuel Ogbegun
2 min read
Preparing Your Business for Sale: Lessons from Staging a Home
When preparing a home for sale, owners don’t simply hang a sign on the lawn. They ensure the foundation is solid, the interior inviting, and the curb appeal attractive. Preparing a business for sale—whether to a strategic buyer, private equity group, or individual investor—requires the same intentionality and discipline. A well-prepared business reduces buyer concerns, enhances valuation, and creates leverage at the negotiating table. Below are three critical areas every busi
Samuel Ogbegun
2 min read
A Business Owner’s Guide to Representations and Warranties
When selling your company, one of the most important sections of the purchase agreement is the representations and warranties. These are the statements and promises you make to a buyer about your business—its assets, operations, contracts, finances, and liabilities—at the time of sale. They give the buyer confidence that what they’re buying is exactly what they expect. If a statement later proves false, the buyer can seek compensation under the indemnification provisions of t
Samuel Ogbegun
2 min read
Worker Classification: The Steep Cost of Getting it Wrong
If you think misclassifying your workers is just a rounding error, New Jersey’s balance sheet proves you wrong. The New Jersey Labor Commissioner recently reported that New Jersey has collected about $84 million in back wages and penalties since 2018 for violations like wage theft and misclassification. New Jersey also wields powerful enforcement tools. Nearly 200 stop‑work orders have been issued to companies that violated labor laws, and 261 businesses currently sit on the
Samuel Ogbegun
4 min read
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