Capitalization, Cap Table, & Initial Accounting

This article will serve as an explanation of some of the basics around the formation and structure of a corporation.  I am using examples for a typical corporation, but many of the concepts can apply to LLCs and the issuance of units to represent membership interests instead of stock. I)  Capitalization People need to have...

This article goes over the basic information about what a PPM is, when and why you may need one.  This information is being provided as a general overview and a basic education of the common terms and federal securities laws involved with a PPM.  Each state has its own securities laws and the discussion in...

Hotel investors typically have two paths to take ownership of a hotel asset: Build or Buy. In my experience as a hospitality and transactional attorney, I have learned that those that build (via ground-up new construction or re-development of an existing asset) generally prefer to build a hotel asset over buying an existing asset for...

In my previous article, I discussed the importance of a lease review. The lease agreement is the binding agreement between the Lessor and Lessee and many important considerations exist. In most leases, the Lessor-Lessee relationship is known as the Landlord-Tenant relationship. There are many important considerations when reviewing a lease.  A few additional items we...

After over 15 years of practicing law and being fortunate to own my own law firm for most of that time, I began to ponder what clients really look for in selecting a law firm.  Last year brought businesses many challenges that we never would have imagined we would face when 2020 started.  With these...

The Coronavirus Relief Fund (“Fund”) provides $139 billion to states and local governments for use toward expenditures incurred due to the public health emergency with respect to COVID-19.[1] The funding is allocated by population proportions among the States, with a minimum of $1.25 billion for smaller states. Eligible local governments (see “Eligibility” below) can apply...

In an environment of a pandemic caused by COVID-19 (the “Novel Coronavirus”), buyers and sellers (collectively the “Parties”) are now implementing new terms and clauses in the multi-family contract to complete transactions.  I have been working with numerous buyers and sellers to navigate these uncharted waters to continue with current purchase and sale contracts (“Contract”)...

On April 9, 2020, The Federal Reserve launched the Municipal Liquidity Facility (“MLF”), a credit facility that will purchase up to $500 billion of Eligible Notes (defined below) issued by eligible states, local governments, and instrumentalities (“Eligible Issuers”). The term sheet released by the Federal Reserve (available here) on April 9th further clarifies the terms...