I Want to Raise Capital: Should I Be an LLC or a Corporation?

By | All, Corporate, Featured

One of the most important issues entrepreneurs and business owners have to address when forming an entity for their business is fundraising. An entrepreneur that will be raising capital has to make the choice of entity that she believes will be most conducive to that objective. Two entities that are often chosen as the entity for new businesses are limited liability companies (LLCs) and C-Corporations. When it comes to fundraising, there are a variety of factors and questions an entrepreneur must address in deciding which of those entities to choose for the business. We address two of those issues here: (a) the source of the capital and (b) long term goals & exit strategy. Read More

What State Should I Incorporate In?

By | All, Corporate, Featured

When setting up a company, you must not only choose the right type of entity, but the right state of formation.  The term “incorporate” means you are forming a corporation, but a corporation may not necessarily be the best choice for your business (we will address this issue in next week’s post).  You may also have heard that Delaware is the premium jurisdiction for your startup.  That may be the best choice in some instances, but not always.  There are a number of factors to consider when setting up your company, such as how business-friendly the state is, or whether the state is widely recognized as a hub for your venture’s specific industry.  Other considerations include proximity to your business, legal jurisprudence favorable to you, and of course, tax implications. Read More

Dunnington Client Alert: Stalking Horse Transactions & COVID-19 Opportunities in a Challenging Economy

By | All, Client Alerts, Corporate, COVID-19 Guidance, Featured, Litigation, Arbitration and Mediation, Publications

COVID-19 has turned the world and U.S. economy upside down. As the number of bankruptcies in the United States increases due to impacts from the coronavirus pandemic, stakeholders in distressed industries facing bankruptcy have concerns about losing their investments. Unfortunately, many will. This article offers an alternative, and suggests that there are potential opportunities for those with the vision and staying power to participate in rebuilding a new economy using pre-existing mechanisms under the U.S. bankruptcy framework via an often overlooked procedure—the repurposing and reuse of distressed assets through Section 363 of the U.S. Bankruptcy Code (“Section 363”). The decisive player and early mover can use Section 363 to seize opportunity in distressed industries and combat the current economic skid. Here, we provide an overview, insights, and pro tips in the use of Section 363.* Read More

When a Retailer Files for Bankruptcy: Should You Continue Doing Business with Them?

By | All, Corporate, COVID-19 Guidance, Featured

With stay at home orders mandating businesses to stay closed, and falling consumer demand, retailers have been devastated by the COVID-19 pandemic and its seemingly endless fallout.  It is no surprise that, as a result, a number of major retailers have filed for bankruptcy – such as Neiman Marcus, J. Crew, JCPenney and True Religion Apparel.  When a debtor files Chapter 11 bankruptcy, however, the issue is whether to end the relationship or continue doing business. Read More

American Colombian Chamber of Commerce Webinar

By | All, Corporate, COVID-19 Guidance, Featured, Firm News, International, Latin America Desk

Carolina Pineda will be hosting the webinar “Crisis Management and US Legal Landscape” before the American Colombian Chamber of Commerce, discussing the current state of affairs in the United States, as well as key legal issues for Colombian companies that have either set up shop abroad or are considering expanding to the United States. The webinar will be taking place May 29th, 2020, at 10:30 EDT. Read More

Dunnington Client Alert: Five Essential Questions for Foreign Entities with U.S. Business Operations in Light of COVID-19

By | All, Client Alerts, Corporate, COVID-19 Guidance, Employment, Featured, France Desk, Immigration, Intellectual Property, Advertising, Art and Fashion Law, International, Italy Desk, Latin America Desk

Donna Frosco, Partner

May 20, 2020

Multinational and foreign business and non-profit entities conducting business in the United States may find the layers of regulations inherent in the United States’ federal/state/local regulatory scheme rather complex in “normal” times.  For that reason, Dunnington created a “Doing Business in the United States” brochure which you can find here.

However, during the COVID-19 pandemic, things have become even more complicated. To help foreign entities with U.S. operations identify issues states-side business units may face in these unprecedented times, we offer the following questions for consideration and provide information, examples and resources which may be helpful in assessing your particular circumstances. Read More

Dunnington Client Alert: Remote Business During COVID-19: The Role of Electronic Signatures and Remote Notarization

By | All, Client Alerts, Corporate, COVID-19 Guidance, Featured, Immigration, Litigation, Arbitration and Mediation

On April 16, 2020, New York Governor Andrew Cuomo extended “New York on PAUSE” to May 15, 2020.  Given current circumstances, social distancing and remote work is expected to continue into the future to reduce the spread of COVID-19.  Yet, despite the current and potential future constrictions, business must continue.  To do so, documents—contracts, legal papers, and others—are required and they still require signatures.  Electronic signatures provide an alternative to handwritten signatures.  If you are not familiar with electronic signatures—now may be the time to become acquainted. Read More

COVID-19 Client Alert – Essential Legal Issues

By | All, Client Alerts, Corporate, COVID-19 Guidance, Estates, Trusts and Private Clients, Featured, Firm News, France Desk, Immigration, Intellectual Property, Advertising, Art and Fashion Law, International, Italy Desk, Latin America Desk, Litigation, Arbitration and Mediation, Real Estate

Dunnington Bartholow & Miller LLP

COVID-19 Announcement:

Dear Clients and Colleagues:

Dunnington, Bartholow & Miller LLP is dedicated to protecting the continued health, safety and well-being of our entire staff while we continue to provide services to you.  First and foremost, our thoughts are with all those impacted by the COVID-19 outbreak, and the medical professionals relentlessly working around the clock to fight this new global pandemic. Read More

Business Interruption Insurance and COVID-19

By | All, Client Alerts, Corporate, COVID-19 Guidance, Featured, France Desk, International, Italy Desk, Latin America Desk, Litigation, Arbitration and Mediation

Business Interruption Insurance and COVID-19:  Needed Guidance For Commercial Property Insurance Policyholders Forthcoming From the New York Department of Financial Services

On March 10, 2020, the New York Department of Financial Services used its powers under Section 308 of the New York Insurance Law to compel every property/casualty insurer in the state to answer, by March 18, 2020 urgent questions that policyholders have and to provide detailed information on its business interruption insurance coverage both to the DFS and to individual policyholders.  Read More