Our Blog

Asset Purchase or Equity Purchase: Pros and Cons of Each

Mar 16, 2026 Adam Blaier, Esq.

business acquisition being done in tri-state area

When buying or selling a business, one of the most important decisions is how the transaction will be structured. In most mergers and acquisitions (M&A), a deal is structured as either an asset purchase or an equity purchase (referred to as a stock purchase for Corporations or membership interest purchase for LLCs).

Although both approaches ultimately transfer control of a business, the legal, tax, and liability implications can be dramatically different. The choice between these two structures affects issues such as: (i) liability exposure (ii) tax consequences; (iii) transfer of contracts and licenses; (iv) regulatory approvals (if any); and (v) negotiation dynamics between buyer and seller

Understanding the pros and cons of each structure is critical for entrepreneurs, investors, and business owners considering a transaction. This blog gives a practical overview of asset purchases vs. equity purchases and how each structure works.

Navigating a Shareholders Agreement

Oct 10, 2024 Adam Blaier, Esq.

In the world of closely held corporations, a Shareholders’ Agreement (or Stockholders’ Agreement) is a pivotal document that governs the relationship among the shareholders of the corporation. A shareholders’ agreement may not be proper for every corporation. However, it is highly recommended for small and medium-sized businesses. Understanding the key elements of this agreement is crucial for any shareholder or prospective investor in a corporation. This blog from our business lawyers provides a high-level overview of the common provisions found in a shareholders’ agreement.

Making Sense of Wyoming LLCs

Jan 1, 2024 Adam Blaier, Esq.

paper-with-llc-on-chart-with-calculator-pen-and-magnifier

Forming a limited liability company is one of the most important foundational decisions a business owner makes. While many entrepreneurs default to forming an LLC in their home state, Wyoming LLCs have gained national popularity due to their tax treatment, privacy protections, and low administrative burden.

That popularity, however, has also led to misuse and misunderstanding. A Wyoming LLC can be an excellent tool in the right circumstances, but it is not a one-size-fits-all solution. Below, we break down what Wyoming LLCs offer, why they are attractive, and when they may not be the right choice.

Understanding USPTO Trademark Classes: A Guide for Businesses

Dec 31, 2023 Adam Blaier, Esq.

If you’re considering registering a trademark, one of the most important steps in the process is properly identifying the class—or classes—of goods or services your mark will cover. The U.S. Patent and Trademark Office (USPTO) organizes trademarks into 45 different classes, and each application must specify the relevant ones.

But here’s the good news: you don’t need to figure that out on your own.

Choosing the right trademark classes is a legal and strategic decision that your trademark and business attorney will handle as part of the application process. At our firm, we work closely with clients to understand how their brand is used (or will be used) in the marketplace and ensure that the application reflects the full scope of their business activities.

In this post, we’ll give you an overview of how the classification system works, what it means for your trademark rights, and how attorneys use it to build strong, enforceable protection for your brand.

New York Cannabis Law and Licensing: A Brief Overview

Oct 4, 2022 Adam Blaier, Esq.

In recent years, the legal landscape around cannabis has undergone a significant transformation, especially in New York. As New York joins a growing list of states to legalize recreational cannabis use, businesses and individuals must familiarize themselves with the state’s specific regulations. In this blog post, we’ll provide a concise overview of New York’s cannabis laws, focusing on the various license types available.

Key Provisions of an LLC Operating Agreement

Mar 12, 2022 Adam Blaier, Esq.

When forming a multi-member Limited Liability Company (LLC) (i.e., an LLC with more than one owner), one of the most critical steps is drafting a comprehensive LLC operating agreement. This legal document sets the foundation for the business’s operations and management, and understanding its common provisions is crucial for any entrepreneur. In this blog post, we delve into some of these key provisions of an LLC operating agreement to help you navigate this important aspect of your business.