News & Insights

Selling Your Business? A Due Diligence Checklist

clients talking with attorney at corporate law firm about an acquisition and due diligence

If you are thinking about selling your business in the next one to three years, working with an experienced business attorney early in the process can make a significant difference in how smoothly that sale goes. The single biggest mistake most owners make is waiting until a buyer shows interest before getting organized. By the time a letter of intent is on the table, due diligence moves fast, and any gaps in your records can slow the deal down, reduce your purchase price, or in some cases cause a buyer to walk away entirely.

The good news is that most of what buyers look for is well within your control if you start early. Here is a due diligence checklist to help you get ahead of the process.

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The Benefits of a PPM

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

DEA registration on paper sheet.

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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New Jersey’s New Independent Contractor Rules

third-party agreements for independent contractor

New Jersey businesses that use freelancers, consultants, gig workers, or other independent contractors should pay close attention to recently adopted regulations from the New Jersey Department of Labor and Workforce Development (NJDOL). On May 5, 2026, the NJDOL adopted N.J.A.C. 12:11, a comprehensive regulatory framework codifying how the state applies its strict “ABC Test” to worker classification. The new rules carry an operative date of October 1, 2026.

Although New Jersey has applied the ABC Test for decades through statutes and court decisions, N.J.A.C. 12:11 represents the first comprehensive regulatory framework explaining how the NJDOL interprets and enforces the test. The regulations apply uniformly across the New Jersey Unemployment Compensation Law, the Wage and Hour Law, the Wage Payment Law, the Earned Sick Leave Law, and the Temporary Disability Benefits Law.

For startups and businesses that rely heavily on 1099 workers, these regulations significantly increase the importance of properly structuring independent contractor relationships. In this blog, our New Jersey business attorneys break down the rule.

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FAQs about Wyoming LLCs

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Frequently Asked Questions About Wyoming LLCs

What is a Wyoming LLC?

A Wyoming LLC is a limited liability company formed under the laws of Wyoming. Like LLCs in other states, a Wyoming LLC is a flexible business structure that combines liability protection with pass-through taxation, but Wyoming’s statutory framework offers additional tax and privacy benefits that many business owners find attractive.

Why would someone choose to form their LLC in Wyoming?

Entrepreneurs and business owners often choose Wyoming because: (i) No state income tax on personal or corporate income; (ii) Strong privacy protections – member or manager names are not required on public filings; (iii) Low filing and maintenance costs relative to comparable states; and (iv) Flexible management structures (member-managed or manager-managed). Together, these features can make Wyoming a compelling choice for domestic and international owners alike.

Can a non-resident form a Wyoming LLC?

Yes. Wyoming does not require LLC members or managers to be U.S. residents or to be physically located in Wyoming. Non-residents may form and own a Wyoming LLC, subject only to federal requirements and ongoing compliance obligations.

What are the basic formation requirements?

To form a Wyoming LLC you must: (1) Select a unique business name that complies with Wyoming naming rules; (2) Appoint a Wyoming registered agent with a physical address in the state; (3) File Articles of Organization with the Wyoming Secretary of State; and (4) Pay the state’s filing fee. An operating agreement, while not required by statute, is strongly recommended to document ownership and governance.

How much does it cost to form and maintain a Wyoming LLC?

Initial filing fee: Typically around $100 for the Articles of Organization.
Annual report fee: Generally around $60 or more depending on Wyoming asset values.
Registered Agent fee: Generally between $40 and $120 depending on the service.

Navigating a Shareholders Agreement

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.

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