MGLS INSIGHTS

Updates and Insights from the team at Matthew Glick Legal Services.


 
Posts tagged BusinessLaw
A Blanket “No AI” Clause Can Effectively Become a “No Software” Clause

A restrictive AI clause in a $1M+ services contract nearly prevented a company from using everyday software. Learn how to negotiate generative AI restrictions, protect confidential client data, and address AI tools embedded in Microsoft 365 and other enterprise platforms while maintaining compliance with customer contracts.

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Updated your separation agreement template since 2023?

Is your employee separation agreement legally compliant? Learn how the NLRB's McLaren Macomb ruling restricts confidentiality and non-disparagement clauses, why a potential reversal could change federal requirements, and how state employment laws continue to affect severance agreements, NDAs, and employer legal risks.

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How to Erase a CoFounder - Results May Vary

A technically valid board vote does not guarantee a fair transaction. Learn how the Delaware Court of Chancery addressed an attempt to squeeze out a minority cofounder through board control, valuation tactics, and a reverse stock split—and why entire fairness, fiduciary duties, and fair process matter when eliminating minority ownership.

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AI can give you a term-sheet checklist a mile long.

AI can help draft an M&A term sheet, but it cannot replace experienced legal judgment. Learn why identifying critical deal terms, preserving flexibility, balancing detail, and raising key issues early requires a human M&A lawyer who understands the transaction, your leverage, and the risks that could affect the deal later.

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Changing From a Corporation to an LLC Can Erase Legal Rules That Protect Minority Owners

Converting a corporation to an LLC can change critical protections for minority owners. Learn how a Delaware Court of Chancery case involving fiduciary duties, alleged self-dealing, and non-ratable benefits shows why owners and advisors should closely review governance, exculpation, and fiduciary-duty provisions before a corporate restructuring.

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Pause the Earnout Clock

A landmark Delaware M&A ruling shows the power of post-closing operational covenants. Learn how the Court of Chancery used mandatory injunctions, executive reinstatement, platform restoration, and earnout tolling to enforce bargained-for governance rights—and why buyers, founders, and deal counsel should pay close attention to operational control provisions in acquisition agreements.

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The Biggest Tax Break in Startup Law

Starting as an LLC can delay valuable Qualified Small Business Stock (QSBS) tax benefits. Learn why converting to a C corporation later may restart the five-year QSBS holding period—and how choosing the right business entity early can help founders protect potentially significant federal tax savings when planning a future startup exit.

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Being Offered Part Ownership of an LLC? Don't Assume You're an Owner Yet.

Before accepting LLC ownership, verify what it actually takes to become a member. This article explains how operating agreements, franchise restrictions, and proper documentation determine ownership rights. Learn why a handshake or side agreement may leave you with only a contract claim—not an ownership interest—in a New York LLC.

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