Insights
Legal insights
Analysis and guidance from our lawyers on M&A, employment law, capital markets and cross-border real estate.
M&A · ArticleThe Importance of a Letter of Intent in M&A TransactionsFor most business owners, the sale of their company is the most significant transaction they will undertake. When a serious buyer appears, it is natural to want to move quickly toward a signed definitive agreement and a closing.Paul H. Pincus1 min readM&A · ArticleIndemnification – What Exactly is a seller Responsible for when selling its BusinessAlthough every seller would like to sell its business “as is” and walk away from any associated liabilities, few deals get done that way.Paul H. Pincus5 min readM&A · ArticleThe Importance of Representations and Warranties Insurance in M&AIf you are a business owner considering a sale of your company or a first-time buyer, you may never have heard of Representations and Warranties Insurance (RWI).Paul H. Pincus4 min readM&A · ArticleSeller Beware: Don’t Market Your Business Without Doing A Presale Legal AuditSelling a business involves significant risk and is something that most owners do only once in their lifetime.Paul H. Pincus6 min readM&A · ArticleKey Legal Issues in Buying and Selling Staffing FirmsThis article consists of two parts. Part I describes preliminary matters a seller should consider before beginning negotiations to sell its staffing business. Part II is an overview of the acquisition process.Paul H. Pincus11 min readEmployment · Legal AdvisoryNew York City Amends Its Sick Leave Law To Align With New York’s Statewide Sick Leave LawOn September 28, 2020, Mayor de Blasio signed into law amendments to New York City’s Earned Safe and Sick Time Act (the “Act”).Paul H. Pincus3 min readReal Estate · Article · FrançaisI’investissement Immobilier Aux Etats-Unis Structures Et Stratégies FiscalesLe but dans la structuration de tout investissement, où qu’il soit, est de minimiser ou d’éliminer: l’impact fiscal, les droits de succession et le risque en termes de responsabilité.Richard Ortoli14 min readEmployment · Legal AdvisoryIRS Issues Guidance On Deferral Of Employee Social Security TaxesOn August 28, 2020, the Internal Revenue Service issued Notice 2020-65 (the “Notice”) to provide guidance on implementing the employee payroll tax deferral contained in President Trump’s Presidential Memorandum of August 8, 2020.Paul H. Pincus3 min readCapital Markets · ArticlePublic Company’s Financial Reporting Requirement Relating To AcquisitionsThe U.S. Securities and Exchange Commission (the “SEC”) believes that it is in the public interest for companies (“U.S.Ortoli Rosenstadt LLP10 min readEmployment · Legal AdvisoryNew York Enacts Statewide Sick Leave LawFollowing enactment of New York’s COVID-19 sick law, Governor Cuomo signed into law on April 3, 2020 a separate and permanent statewide sick leave law (the “Law”).Paul H. Pincus5 min readEmployment · Legal AdvisoryNew York State Issues Reopening Requirements And Guidance For Office-Based WorkAs part of its “New York Forward” reopening plan1 for “Phase II” businesses, New York State authorized office-based businesses (other than medical offices) to reopen on June 22, 2020; provided they meet certain “minimum” requirements in light of COVID-19.…Paul H. Pincus5 min readCapital Markets · Article · 中文 · EnglishAnalysis Of New Nasdaq Rules Impacting Chinese Issuers赴美上市中国公司在IPO市场规范化过程中的机遇解读 —-解析纳斯达克新规，外国公司担责法案，新冠疫情下法律义务履行…Ortoli Rosenstadt LLP1 min readEmployment · Legal AdvisoryPPP Forgiveness Changes Coming As Senate Passes Paycheck Protection Program Flexibility ActThe U.S. Senate yesterday unanimously passed the House of Representative’s Paycheck Protection Program Flexibility Act (H.R. 7010), which now goes to President Trump for his expected signature.Paul H. Pincus2 min readCapital Markets · Article · 中文 · EnglishNasdaq To Propose Additional Initial Listing Criteria For Restricted Market Companies纳斯达克对受限市场公司 提议新增挂牌要求 On May 18, 2020, Nasdaq Stock Market (“Nasdaq” or the “Exchange”) filed three proposals with the Securities and Exchange Commission (“SEC”) to (i) apply additional initial listing criteria for companies primarily operating in “Restricted…Ortoli Rosenstadt LLP8 min readEmployment · Legal AdvisoryNew York City Enacts Ban On Pre-Employment Marijuana TestingLast year the New York City Council by a vote of 40-4 enacted Int. 1445-A (the “Law”), which amends the New York City Human Rights Law to prohibit employers and staffing firms from pre- employment drug testing for marijuana and THC (the active ingredient in…Paul H. Pincus2 min readEmployment · Legal AdvisoryNew York State Enacts Covid-19 Sick Leave LawIn response to the COVID-19 pandemic, Governor Cuomo signed into law on March 18, 2020 the New York COVID-19 Sick Leave Law, S. 8901 (the “Law”).Paul H. Pincus6 min readEmployment · Legal AdvisoryFamilies First Coronavirus Response ActIn response to the coronavirus pandemic (COVID-19), President Trump signed into law on March 18, 2020 the Families First Coronavirus Response Act, H.R. 6201 (the “Act”).Paul H. Pincus13 min readCapital Markets · Article · 中文 · EnglishU.S. Securities And Exchange Commission’s Conditional Exemptions From Filing Obligations For Companies Affected By Coronavirus (Covid-19)美国证券交易委员会对受新冠病毒影响的公司提供条件性延期救济 U.S. Securities laws require U.S. publicly traded companies, including all companies listed on the Nasdaq Stock Market and the New York Stock Exchange, to file various reports with the U.S.Ortoli Rosenstadt LLP5 min readEmployment · Legal AdvisoryNew York Enacts Statewide Ban On Salary History InquiriesOn July 10, 2019, Governor Cuomo signed into law bills A. 5308-B and S. 6549 (the “State Law”) that amends New York State’s Labor law to prohibit, statewide, employers from inquiring about or relying on the salary history of a job applicant or current…Paul H. Pincus4 min readEmployment · Legal AdvisoryNew York State Minimum Wage Increases, And Salary Level Increases For Certain Exempt Employees, For 2020As we previously advised, as part of the 2016-17 New York State budget, Governor Cuomo signed into law a staggered set of minimum wages increases that will over a period of several years increase the hourly minimum wage in New York State to $15.00 for all…Paul H. Pincus4 min readEmployment · Legal AdvisoryU.S. Department Of Labor Issues New Overtime RuleOn September 24, 2019 the United States Department of Labor (“DOL”) issued its new final rule for determining whether executive, administrative and professional employees are exempt from overtime pay under the Fair Labor Standards Act.Paul H. Pincus5 min readCapital Markets · Article · 中文 · EnglishNasdaq Stock Market To Apply Additional Criteria For Initial And Continued Listing纳斯达克交易所对首次和持续挂 牌应用额外要求 Nasdaq Stock Market has recently released two new Frequently Asked Questions (FAQs 416 and 1696) in connection with the particular circumstances under which Nasdaq will apply additional and more stringent criteria as part of its review…Ortoli Rosenstadt LLP8 min readEmployment · Legal AdvisoryNew York State And New York City Enact Sweeping Laws To Prevent Workplace Sexual HarassmentIn response to the #MeToo movement, New York State and New York City have recently enacted sweeping and partially overlapping workplace anti-sexual harassment laws, some provisions of which have already gone into effect while others will go into effect…Paul H. Pincus8 min readEmployment · Legal AdvisoryNew York City Mandatory Paid Sick Leave Law Expanded To Include “Safe Leave”On May 5, 2018, an amendment went into effect expanding and renaming New York City’s Earned Sick Time Act (the “Act”).Paul H. Pincus3 min read