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Many individuals and business owners operate under the incorrect assumption that when looking to raise capital, they can simply sell securities to any person on the street. However, the general rule is that any public offering of a security must be registered with the SEC, unless an exemption exists.

For many small businesses, registration with the SEC is not feasible due to the expense. Luckily, several exemptions from registration are offered. Some of the most common exemptions are found under regulation D (specifically Rule 506, which is a Safe Harbor under Section 4(a)(2)). Yes, it’s confusing. A Private Placement Memorandum (or PPM) is a document that businesses use to take advantage of such exemptions.

Read on to learn more about PPMs and how they can benefit your business when raising capital.

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Search Google for the best legal entity for your new startup, and you will get different opinions. Startup advisors and CPAs will probably recommend a limited liability company (LLC). That’s because an LLC isn’t subject to double taxation and is easier to set up.

On the other hand, many startup lawyers will recommend the C-Corporation structure (typically a Delaware C-Corp) because corporate law is typically more “stable,” equity (stock) ownership is passive, and the entity is more structured.

How you choose to incorporate your startup business will have massive implications down the road. This blog from our business lawyers explores the basic advantages and disadvantages of each option.

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Anyone starting a new business is faced with a lot of decisions. Arguably the most important is choosing the business entity type and tax status. Business lawyers and CPAs will present entrepreneurs with several options to choose from depending on the legal entity, including “S” election. 

Each type of legal entity has its benefits and limitations. Technically, there’s no legal entity called an “S-Corp.” A company that makes an “S” election for tax purposes is typically referred to as an S-Corp. However, various types of legal entities including LLCs and Corporations can elect S-Corp status. This blog from our business lawyers will discuss the benefits of “S” election.

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For entrepreneurs and business owners, choosing the right business structure is a pivotal decision. Among the options, Limited Liability Companies (LLCs) stand out for their flexibility, especially regarding tax status. This flexibility allows LLC owners to align their business structure with their financial and operational goals. This blog post from our business lawyers discusses the different tax statuses that an LLC may elect.

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The DEA Registration Process for Cannabis Businesses: What Operators Need to Know in 2026

The federal cannabis landscape shifted significantly in April 2026 when the Drug Enforcement Administration, under direction from the U.S. Department of Justice, issued a final order moving certain cannabis products, primarily those tied to state medical programs, into Schedule III of the Controlled Substances Act. For any cannabis operator working with a seasoned business lawyer, this development introduces a new federal compliance pathway for qualifying medical cannabis operators, particularly for those navigating complex regulatory environments with a New York cannabis business lawyer.

While this change stops short of federal legalization, it creates, for the first time, a formal DEA registration process for cannabis businesses operating within the medical framework.

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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.

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