Author name: Trevor Kuresa, J.D.

Generally, indemnity is defined as an obligation of one party to pay or satisfy the loss or damage incurred by another party. A contractual indemnity provision may be drafted either to cover claims between the contracting parties themselves, or to cover claims asserted by third parties. Indemnity agreements are construed under the same rules that […]

Section 1202 allows a non-corporate taxpayer (i.e., individual, LLC taxed as a partnership, trust, etc.) to exclude up to 100% of the amount of eligible gain realized from the sale or exchange of QSB stock held for more than five years. The amount of eligible gain that is eligible for exclusion by a taxpayer with

A. General Principles Section 162(a) allows the deduction of “all the ordinary and necessary expenses paid or incurred during the taxable year in carrying on any trade or business.” Insurance premiums incurred by a business are generally deductible. See Treas. Reg. §1.162-1(a) (recognizing deductibility of “insurance premiums against . . . losses”). Insurance companies are generally taxed on taxable

The TCPA, related federal laws, regulations, and rules, court cases, and all applicable state laws (“Telemarketing Laws”) protect consumers from specific types of telemarketing. Under the TCPA “telemarketing” is defined as “the initiation of a telephone call or message for the purpose of encouraging the purchase or rental of, or investment in, property, goods, or

Discrimination Claims Under the ADA The ADA prohibits employers from discriminating against disabled employees because of their disability.[1] A disability is defined under the ADA as: (A) a physical or mental impairment that substantially limits one or more major life activities of the individual; (B) a record of such an impairment; or (C) being regarded

Disparate Treatment Claim Through the PDA, Congress amended Title VII to include that “women affected by pregnancy, childbirth or other related medical conditions shall be treated the same for all employment-related purposes … as other persons not so affected but similar in their ability or inability to work[.]”[1] A disparate treatment claim under the PDA

Basic Definition •An earnout is a risk‐allocation mechanism used in an M&A transaction whereby a portion of the purchase price is deferred and is calculated based on the performance of the acquired business over a specified time-period following the closing. Reasons for Use of Earnouts •Valuation Gap: Earnouts can bridge the business valuation gap between

Basic Definition An earnout is a risk‐allocation mechanism used in an M&A transaction whereby a portion of the purchase price is deferred and is calculated based on the performance of the acquired business over a specified time-period following the closing. Reasons for Use of Earnouts Valuation Gap: Earnouts can bridge the business valuation gap between