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# Brinen & Associates: In-House General Counsel Services for your Company

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## Blogs
- [Cross-Border Contracts and Transactions: Navigating International Business Risks](https://brinenlaw.com/cross-border-contracts/cross-border-contracts/): In today’s global economy, businesses increasingly engage in cross-border contracts and transactions. Expanding into new markets offers opportunities for growth, partnerships, and diversification — but expansion brings legal, financial, and operational risks that are far more complex than domestic deals. Proper planning, precise contract drafting, and awareness of regulatory frameworks are essential to protect interests and ensure smooth execution.
- [Hedge Fund Compliance: Top 6 Ways to Protect Investors and Mitigate Risk](https://brinenlaw.com/hedge-fund-compliance/hedge-fund-compliance/): Hedge funds operate in a highly regulated environment where missteps can carry significant legal, financial, and reputational consequences. Hedge fund compliance is the framework that ensures a fund adheres to securities laws, regulatory obligations, and internal policies. Beyond avoiding penalties, effective compliance protects investors, maintains market integrity, and supports sustainable growth.
- [Sales Tax Disputes: Legal Risks, Remedies, and Business Protection Strategies](https://brinenlaw.com/sales-tax-disputes/sales-tax-disputes/): Just as companies depend on correct accounting and regulatory compliance to stay operational, companies must also treat sales tax obligations with the same rigor. A dispute, whether minor or substantial, can cascade through the business — tying up resources, diverting management attention, and threatening long-term stability. Understanding how sales tax disputes arise, how to respond, and what legal remedies are available is essential for business owners, executives, and financial managers.
- [Blue Sky Laws: State-Level Safeguards in Securities Regulation](https://brinenlaw.com/blue-sky-laws/blue-sky-laws/): When businesses raise capital, businesses often think first about federal securities laws — Securities and Exchange Commission filings, disclosure rules, and compliance with the Securities Act of 1933. But beyond federal oversight lies another important layer of regulation: Blue Sky Laws. Blue Sky Laws are state-level regulations that require companies to register securities offerings and brokers/dealers to be licensed, adding protection for investors against fraud and speculative schemes.
- [Estate Tax Litigation: 4 Top Issues for Navigating Wealth Transfer Disputes](https://brinenlaw.com/estate-tax/estate-tax-litigation/): Estate planning is designed to bring clarity and peace of mind, making sure assets are distributed according to a person’s wishes while reducing tax burdens. When significant estates are involved, disputes with the Internal Revenue Service or state taxing authorities can arise. Estate tax litigation is resolving these conflicts — often in court — when assessments, valuations, or deductions are challenged.
- [Breach of Contract Litigation: Top 5 Best Strategic Considerations](https://brinenlaw.com/commercial-litigation/breach-of-contract-litigation-2/): No business welcomes litigation. When a contract is broken, the courtroom can become the only path to resolution. Breach of contract lawsuits are not just legal disputes —  breach of contract lawsuits are business decisions with financial, operational, and reputational consequences. Whether you are enforcing an agreement or defending against claims, how you approach breach of contract litigation can determine whether your business emerges stronger or suffers lasting harm.
- [Securities Enforcement Defense: Protecting Businesses and Executives in High-Stakes Investigations](https://brinenlaw.com/accounting/securities-enforcement-defense/): Securities enforcement defense is not about responding to subpoenas or answering allegations. It is about crafting a proactive, holistic strategy that protects the client’s legal, financial, and reputational interests.
- [Breach of Contract: Legal Risks, Remedies, and Business Protection Strategies](https://brinenlaw.com/business-law/breach-of-contract/): Breach of contract A well-drafted contract is the backbone of nearly every business relationship — defining rights, outlining duties, and protecting expectations. But even the most carefully negotiated agreement is only as strong as the parties' willingness to uphold it. When one party fails to perform — or outright refuses to — a breach of contract claim can quickly move from paperwork to courtroom.
- [Partnership Dispute: When Business Partners Break & 5 Ways Counsel Can Resolve (or Prevent) Costly Dissolve](https://brinenlaw.com/dissolution/partnership-dispute/): From handshake deals between lifelong friends to sophisticated joint ventures between serial entrepreneurs, partnership disputes can arise suddenly or slowly over time. Differing visions, mismanagement claims, alleged breaches of fiduciary duty, or even personal disagreements can trigger complex, high-stakes legal battles. And when ownership, revenue, or control is on the line, small conflicts can turn into existential threats.
- [Corporate Securities Compliance: Why Getting It Wrong Isn’t an Option](https://brinenlaw.com/corporate-planning/corporate-securities-compliance/): Raising capital, issuing shares, on-boarding investors — these are powerful levers for business growth. Those levels come with legal obligations that can trigger consequences if mismanaged. Just as you would not close a commercial lease or M&A deal without legal counsel, navigating corporate securities compliance requires precision, foresight, and a clear understanding of regulatory risk.
- [Business Dispute Resolution: Strategic, Legal Solutions for Complex Commercial Conflicts](https://brinenlaw.com/litigation/business-dispute-resolution-2/): Business dispute resolution is so fundamental because business disputes are a near-inevitable part of operating a company — particularly when contracts, partnerships, or high-stakes financial matters are involved. While some disagreements can be resolved with a phone call or a boardroom conversation, others escalate into legal battles that threaten the stability, reputation, and financial future of your business.
- [Brinen & Associates Congratulates Grandin Holdings and Refine Labs on Strategic Investment](https://brinenlaw.com/press-release/brinen-associates-congrats-grandin/): New York, NY – July 31, 2025 – Brinen & Associates extends its congratulations to Grandin Holdings and Refine Labs on their recently announced strategic partnership. Grandin Holdings, a West Palm Beach-based family office and holding company, has acquired a equity stake in Refine Labs, a B2B marketing firm recognized for its innovative, performance-driven approach to demand generation.
- [Business Purchase Agreements: Negotiating Warranties, Power Dynamics, and Legal Protections](https://brinenlaw.com/limited-liability-company/business-purchase-agreements/): Business purchase agreements are what buying or selling a business hinges on, as it does far more than outline the sale price and payment terms. The agreement assigns risk, defines obligations, and can determine whether the deal ultimately creates value or long-term liability.
- [Legal Counsel for Startups: 5 Reasons to Get it Now](https://brinenlaw.com/business-of-law/legal-counsel-for-startups/): Legal counsel for startups is often viewed as something a business only needs when problems arise — a mindset that creates unnecessary risk for early-stage companies. For startups failing to secure appropriate legal counsel from the outset can lead to preventable legal disputes, loss of intellectual property, or costly litigation that could threaten the business.
- [Venture Capital Transactions: Key Terms and Legal Strategies to Protect Startup Interests](https://brinenlaw.com/corporate-planning/venture-capital/): Venture capital transactions can be transformative — or disruptive — to a startup’s trajectory. Just as negotiating a business sale or structuring a commercial lease requires strategic foresight, entering a venture capital deal requires precision, protection, and a clear understanding of the legal landscape. Whether you’re a founder preparing for your first funding round or an investor seeking high-growth opportunities, understanding the structure of VC transactions — and the legal leverage points — is essential to safeguarding your interests.
- [Offshore Tax Planning: Navigating Legal Boundaries, Risks, and Compliance](https://brinenlaw.com/irs/offshore-tax-planning-boundaries/): Offshore tax planning can create legitimate opportunities to preserve capital, protect assets, and reduce tax liability. Offshore tax strategy  can also bring regulatory scrutiny and, if mishandled, potentially cross into the realm of criminal tax evasion. Just as you would not try to sell a business or navigate Securities and Exchange Commission compliance without legal guidance, engaging in offshore banking and international tax planning requires a nuanced understanding of both the financial advantages and legal responsibilities involved.
- [Business Contract Litigation: Securing Digital Assets After Agency Departure ](https://brinenlaw.com/cyber-security/business-contract-litigation-top-7-questions-business-contract-litigation/): Business contract litigation may dictate the relationship between a business and its digital marketing agency. This outlines the ownership and transfer of crucial digital assets. When these agreements are breached, particularly concerning site access and asset release upon client departure, these breaches can lead to complex and costly business contract litigation, creating significant hurdles for both the departing client and any subsequent agency. 
- [Business Dispute Resolution: 8 Options to Protect Your Company’s Future](https://brinenlaw.com/business-of-law/business-dispute-resolution/): Business dispute resolution are as critical to your business' future as adhering to SEC compliance or resolving breaches of contract with strategic planning. Whether you're facing disagreements with partners, vendors, customers, or even former employees, understanding the avenues of dispute resolution is essential for reducing disruption and achieving favorable outcomes. 
- [Breach of Contract Litigation: 7 Transformative Business Safeguards](https://brinenlaw.com/operating-your-company/breach-of-contract-litigation/): Breach of contract litigation will serve as your saving grace when you come to that bridge. Just as selling your business or adhering to SEC compliance requires careful consideration and a thorough understanding of potential pitfalls, facing a breach of contract can present a significant challenge to your business. Whether you are the one alleging a breach or defending against such a claim, proactively understanding the landscape of contract litigation is important to safeguarding your interests and achieving the best outcome for your company. 
- [Lawyers Who Care](https://brinenlaw.com/about-the-firm/lawyers-who-care/): Hosted by Andrew Samalin, CFP
- [SEC Compliance: Proven Ways to Maximize your Business Sale](https://brinenlaw.com/securities/sec-compliance-when-selling-your-business/): Securities and Exchange Commission (SEC) regulations are as important as the careful planning when it comes to selling your business. Whether you're contemplating a public offering, operating as a registered entity, or simply aiming for robust corporate governance, proactively addressing SEC compliance is essential to ensure the best outcomes for your business and its stakeholders. 
- [Securing Funding: 7 Options to Master & Benefit Your Business](https://brinenlaw.com/growing-your-company/securing-funding-for-your-business-part-i-know-your-options/): Securing funding is fundamental to starting a business. Funding your business is one of the first important financial decisions you will need to make as an entrepreneur. A founder has many ways to secure funding depending on the type of business and your specific goals. As a founder, you need to understand your funding requirements, how much capital you will need to secure, and what that funding will be used for. 
- [Buying a Business: Expert Legal Protection is a #1 Priority](https://brinenlaw.com/forming-your-company/why-are-you-buying-a-business-2/): Buying a business is a major decision — and there can be many advantages to acquiring an existing company rather than starting your own. If you’re planning to buy a business, it’s important to know why you’re buying. Are you a financial buyer, an investor, a strategic buyer, or a show-runner? Consider many factors before entering into this transaction, and to know what your goals are.  
- [Selling Your Business? The 5 Considerations to Take into Account](https://brinenlaw.com/general/why-are-you-selling-your-business/): Selling your business after putting years of hard work into it is a big decision. Whether you’re planning for retirement, motivated by financial reasons, or selling as part of a broader strategy, to achieve the best financial outcome you must plan in advance to ensure the best for you. To achieve the best financial outcome, you must structure the sale of your business appropriately to reduce your tax liability. You also need to understand your company’s value, so you do not settle for less than your business is worth.        
- [Things You Need to Think About When Moving Offices, Part IV: Cybersecurity](https://brinenlaw.com/cyber-security/things-you-need-to-think-about-when-moving-offices-part-iv-cybersecurity/): Cybersecurity should be a top priority when moving offices. Amid the havoc that can come with moving your workforce to a new space, Cybersecurity is an area often overlooked. In Part IV of this four-part blog series about moving offices, we will cover cybersecurity considerations to ensure your business and its data are kept safe during the transition. 
- [Moving Offices, Part 3: The Frustrating Truth About Timelines](https://brinenlaw.com/general/things-you-need-to-think-about-when-moving-offices-part-3-everything-takes-longer-than-you-think/): Moving offices is a significant undertaking. Everything in this process can take longer than you think. In Part I of this blog series, we talked about the things you need to think about when making the decision to relocate your workforce. In Part II, we explored the logistics of moving your office. In Part III, we will discuss how to plan ahead for the things you did not expect — and how to keep your business running smoothly during the transition. 
- [Things You Need to Think About When Moving Offices, Part 2: The Different Types of Guarantees](https://brinenlaw.com/general/things-you-need-to-think-about-when-moving-offices-part-2-the-different-types-of-guarantees/): One of the things you will need to think about when moving offices is negotiating the commercial lease for the space you choose. Many landlords require that you secure your financial obligations and liabilities by signing a lease guarantee. This agreement provides assurance to the landlord that all payments due will be covered if you default. 
- [Things You Need to Think About When Moving Offices, Part I: Location and Leases](https://brinenlaw.com/general/things-you-need-to-think-about-when-moving-offices-part-i-location-and-leases/): As your business grows, you may need more office space to accommodate your operations and workforce. Although every office relocation is its own unique situation, depending on your specific business needs, every business owner must think about a few legal and non-legal things when making this big change. First, you will need to find a new location that works for your company and negotiate the lease.
- [Things You Need to Think About When Moving Offices, Part II: The Logistics of Moving Your Office](https://brinenlaw.com/corporate-planning/things-you-need-to-think-about-when-moving-offices-part-ii-the-logistics-of-moving-your-office/): Everything is more complicated than you might expect regarding the logistics of moving your office. In Part I of this blog series, we discussed finding a location and negotiating a lease. In Part II, we will cover the topic of handling the move — and how to plan to avoid disruption to your business operations.   
- [Understanding the Different Types of Business Purchase Agreements](https://brinenlaw.com/growing-your-company/understanding-the-different-types-of-business-purchase-agreements/): Selling or purchasing a business or its assets can be complex. It’s best to have a knowledgeable business attorney by your side who can guide you through the process and advise you every step of the way. Offering skillful counsel and high-quality legal services, Brinen & Associates advises clients regarding a wide variety of business matters, including those involving drafting, negotiating, and litigating business purchase agreements. Call (212) 330-8151 or send us a message to learn more about how we can assist you.  
- [Due Diligence: How Your Company Can Navigate the Process](https://brinenlaw.com/business-of-law/due-diligence-how-your-company-can-navigate-the-process/): Due diligence is a crucial phase in every business sale. The process helps buyers assess risks, evaluate a company’s operations, investigate its finances, and confirm the information presented by the seller. If the buyer is not satisfied with their findings during due diligence, the buyer may have leverage to negotiate a reduction in the purchase price or terminate the contract altogether. Business owners should know how to prepare their companies for the process and effectively navigate negotiations. 
- [Corporate Veil: What to Know & How to Pierce it](https://brinenlaw.com/corporate/corporate-veil-what-to-know-how-to-pierce-it/): “Piercing the corporate veil” refers to the legal concept of the owners of a corporation losing the limited liability protections provided by the corporate structure. While corporations have an independent existence from their owners and are treated as separate entities, liability can still be imposed on owners in certain cases. 
- [Due Diligence Information Protection: Safeguard Your Company Throughout Process.](https://brinenlaw.com/business-of-law/due-diligence-information-protection-safeguard-your-company-throughout-process/): Due diligence information protection starts with a non-disclosure agreement — commonly referred to as an “NDA” – a contract that prohibits the party receiving proprietary information from revealing that confidential information. An NDA makes sure confidential information is not revealed to unauthorized third parties or competitors, and specifies that the data disclosed cannot be used for any other purpose than evaluating the potential deal at hand.    
- [Due Diligence for Buying a Business: What Types Do You Need?](https://brinenlaw.com/business-of-law/due-diligence-for-buying-a-business-what-types-do-you-need/): Due diligence for buying a business is crucial to a successful transaction. Whether a deal is structured as a merger, stock transaction, or asset transaction, a prospective buyer of a business must perform due diligence to ensure that the buyer is getting the business the buyer is paying for in the transaction. Due diligence requires the seller to provide detailed information regarding the operations and finances of the company, as well as various other parts of the business. Many different types of due diligence should be conducted — and a potential buyer should look into these categories, depending on the industry and type of transaction:  
- [Steps to Moving into Your Commercial Space with Joshua D. Brinen](https://brinenlaw.com/corporate-planning/steps-to-moving-into-your-commercial-space-with-joshua-d-brinen/): Step one in moving your office, get a good broker. The first step in moving your office from one commercial area to another commercial space is to get a good broker. Now, you may say, why do I need a broker? There's the internet. There are websites, I can call landlords directly. You need a local guide, someone with local knowledge and local connections in the neighborhood that you want to move your office into, to give you the best advice possible. Getting a good broker is just as important as getting a good lawyer.
- [Brinen & Associates Opens New Office in Republic of Ireland](https://brinenlaw.com/about-the-firm/brinen-associates-opens-new-office-in-republic-of-ireland/): Brinen & Associates is excited to announce the opening of a new legal consultancy in the Republic of Ireland. This expansion marks a significant milestone for the corporate law firm reflecting a need to accommodate its rapidly growing practice, both in the United States and in Ireland.
- [Buying a Business: What Steps to Take](https://brinenlaw.com/forming-your-company/buying-a-business-what-steps-to-take/): Buying a business can be rewarding — but the process can be complex. While there are many advantages to buying an existing business, a business acquisition requires careful planning, research, and investigation. Several steps exist that every entrepreneur should take when acquiring a business to help ensure the acquisition is a financially successful endeavor.   
- [Differences in the Deposition Rules in New York and New Jersey](https://brinenlaw.com/litigation/differences-in-the-deposition-rules-in-new-york-and-new-jersey/): A deposition is an important discovery tool that is often used in litigation matters to obtain important information about the other party and prepare for trial. In cases involving parties in both New York and New Jersey, a seasoned litigator must have a basic understanding of the differences in the deposition rules between the two jurisdictions. While the deposition process is essentially the same, each jurisdiction has many procedural nuances with which to be familiar.
- [Steps to Take to Sue a Defunct Business ](https://brinenlaw.com/business-of-law/steps-to-take-to-sue-a-defunct-business/): Suing a defunct business that owes you money can be a challenge. However, a lawsuit may still be possible to commence a lawsuit against a business that no longer exists. While these matters are legally complex, having a knowledgeable business attorney is important to help ensure the best possible outcome in your case.  
- [Brinen & Associates Relocates to Midtown Manhattan, Opens New Office in Republic of Ireland](https://brinenlaw.com/about-the-firm/brinen-associates-relocates-to-midtown-manhattan-opens-new-office-in-republic-of-ireland/): Brinen & Associates is excited to announce its relocation to a new, more spacious headquarters in Midtown Manhattan, as well as the opening of a new legal consultancy in the Republic of Ireland. This expansion marks a significant milestone for the corporate law firm, reflecting a need to accommodate its rapidly growing practice, both in the United States and abroad.
- [What is Reverse Piercing of the Corporate Veil?](https://brinenlaw.com/limited-liability-company/what-is-reverse-piercing-of-the-corporate-veil/): Limited Liability Companies and corporations typically protect owners from personal liability from a company’s debts and lawsuits — this protection is called the “corporate veil.” Exceptions to this protection exist when fraud, commingling, and other wrongful acts are committed by the owners. In such cases, courts let the corporate veil be pierced in order for creditors’ claims to be satisfied. Reverse piercing of the corporate veil is another exception that can come into play when there has been serious wrongdoing.       
- [Legal Theory vs. Practice: Why it’s Important to Have an Experienced Business Attorney](https://brinenlaw.com/business-of-law/legal-theory-vs-practice-why-its-important-to-have-an-experienced-business-attorney/): An attorney might explain legal theory, but knowing what to do with it is a different skill altogether. A good business attorney should be a solid mechanic. A good business attorney can take a problem and find a solution. Although they will not invent quantum physics, they can keep the car running. Bridging the gap between legal theory and practice can only come with experience.  
- [How to Sell Your Business, Part II: Understanding Due Diligence](https://brinenlaw.com/business-of-law/how-to-sell-your-business-part-ii-understanding-due-diligence/): Due diligence is a critical step toward closing the deal when buying or selling your business. This phase comes after the letter of intent has been provided — and before the purchase agreement is drafted or signed. Whether you’re buying or selling a business, it’s important to know what to expect during this important stage. For sellers, it’s best to address any known shortcomings in advance that could surface during the due diligence phase to avoid any possible roadblocks to finalizing a deal.   
- [How to Sell Your Business, Part I: The Letter of Intent](https://brinenlaw.com/business-of-law/how-to-sell-your-business-part-i-the-letter-of-intent/): Selling a business can be complex.  A business sale involves considerable negotiation. After the buyer and seller have come to a basic agreement regarding the business sale, the buyer will typically send a letter of intent to purchase the company. This letter expresses the buyer’s interest in buying the business and may lock the seller into negotiations with them. The letter of intent is an important first step in selling a business and sets the tone for the rest of the transaction.                 
- [Brinen & Associates Represents Get Notice Get Found In Its Acquisition By Scorpion](https://brinenlaw.com/about-the-firm/brinen-associates-represents-get-notice-get-found-in-its-acquisition-by-scorpion/): Brinen & Associates was privileged to represent Get Noticed Get Found (GNGF), a digital marketing agency focused exclusively on law firms, in its acquisition by Scorpion, the leading provider of digital marketing and technology solutions for local businesses. The firm’s Corporate Department took the lead on this matter, with assistance from Junior Associate Sarah O'Sullivan.
- [Corporate Reorgs Part I: The A, B, C’s of Corporate Reorganization](https://brinenlaw.com/corporate-planning/corporate-reorgs-part-i-the-a-b-cs-of-corporate-reorganization/): Corporate reorganization refers to the process of making substantial changes regarding the structure of a business. Corporate reorganization is meant to improve the entity’s efficiency, profitability, and strategic position in the marketplace. Companies may reorganize to adapt to the changing market, increase cost-efficiency, integrate a newly acquired company, meet evolving regulatory requirements, or for many other reasons. Some of the most common reorganizations are type A, B, and C reorganizations — the A, B, C’s of corporate transactions.  
- [Corporate Reorgs Part II: The E, F, G’s of Corporate Reorganization](https://brinenlaw.com/corporate-planning/corporate-reorgs-part-ii-the-e-f-gs-of-corporate-reorganization/): In the first part of this blog series, we discussed types A, B, and C corporate reorganizations. The Internal Revenue Code provides other ways a company can be restructured. Types D, E, F, and G corporate reorganizations are four more options available under the Internal Revenue Code. While the divisive type D reorganization was discussed in an earlier blog post, this post will focus on types E, F, and G. 
- [When Do You Not Need Privity in Contracts?](https://brinenlaw.com/business-of-law/when-do-you-not-need-privity-in-contracts/): Privity is between the promisor and promise — the individuals who are the contracting parties. Some contracts draw in people other than the parties to the agreement. For example, a third-party beneficiary is not a contracting party, but can still receive a benefit from the performance of the contract. 
- [Understanding the Basics of Sections 351 and 721 of the Internal Revenue Code](https://brinenlaw.com/tax/understanding-the-basics-of-sections-351-and-721-of-the-internal-revenue-code/): Often, assets can be contributed to a corporate entity by owners in exchange for an interest in ownership, without the recognition of gains or losses. Both Internal Revenue CodSection 351 and Section 721 of the Internal Revenue Code provide for this general rule. However, Partnerships, Limited Liability Companies, and investment companies should be aware that these provisions both include exceptions to the nonrecognition rules. Without understanding these exceptions, unintended tax consequences can result.      
- [Answering Corporate Transparency Act (CTA) FAQs with Joshua Brinen](https://brinenlaw.com/business-of-law/answering-corporate-transparency-act-cta-faqs-with-joshua-brinen/): The Corporate Transparency Act or the CTA is an act of Congress passed by the United States and administered a Financial Crimes Enforcement Network or FinCEN. The CTA is to enhance transparency in the US financial system and combat illicit money activities like money laundering, tax evasion, and terrorism financing. The Corporate Transparency Act is a new requirement for all companies, limited liability companies, corporations, or other entities that conduct business in the United States.
- [What Do You Need to Prepare a Business Continuity Plan?](https://brinenlaw.com/corporate-planning/what-do-you-need-to-prepare-a-business-continuity-plan/): A business continuity plan can help ensure your organization will keep running, despite any interruption. Whether there is a hurricane, pandemic, financial crash, earthquake, or other unforeseen circumstances, this document can help ensure you reduce downtime at your company, maintain operations, and reduce the financial impact of the event. A business owner needs to understand the parts of a business continuity plan to have an effective strategy in place.    
- [What Can the IRS Seize for Back Taxes?](https://brinenlaw.com/irs/what-can-the-irs-seize-for-back-taxes/): It’s crucial to ensure you pay all taxes to the Internal Revenue Service when they are due, which is crucial. If you owe back taxes and don’t arrange to pay, the IRS may levy your bank account and seize your property. In the event you’ve been contacted by the IRS about a tax debt, it’s important to understand what types of property can be seized and what you can do to protect your assets.      
- [How to Choose an Attorney to Help You Form Your Company](https://brinenlaw.com/forming-your-company/how-to-choose-an-attorney-to-help-you-form-your-company/): Forming a corporation is like buying a suit — it’s not one-size-fits-all. When you are forming a company, every situation is different. Your operating model must be specifically tailored to meet the goals of your business, and you should not rely on cookie-cutter platforms found on the internet that will not advise you on what you need. A skillful business law attorney with extensive experience in corporate formation can help you find the form of entity that suits you best.
- [What is a Disaster Recovery Plan?](https://brinenlaw.com/corporate-planning/what-is-a-disaster-recovery-plan/): A business faces many threats.  Those threats can be in the form of markets, competition, threats, or litigation.  Those threats can also include natural disasters, power outages, and cyberattacks. While it is important to have a business continuity plan in place to ensure your company continues to operate in the event of a disruption, business owners should also implement a disaster recovery plan. These plans have a much narrower goal — a disaster recovery plan focuses specifically on the response and recovery stages of a disaster, particularly when it comes to restoring IT systems to get your business back on its feet and working.   
- [What Makes a Contract?](https://brinenlaw.com/business-of-law/what-makes-a-contract/): A contract is a legally binding agreement between two or more parties. If you own a business, you likely enter into contracts all the time — and it’s important to understand the mechanics of these important documents. To be enforceable by a court, a contract must meet several legal requirements. Understanding the requirements for a legally binding contract can help to save you time and prevent unintended consequences.                            
- [What is a Breach of Contract?](https://brinenlaw.com/business-of-law/what-is-a-breach-of-contract/): Breaches of contract can happen for many reasons. To prove a breach of contract occurred, the person suing under the contract must first established that a legally binding agreement existed between the parties. The party alleging the breach must show the other party violated the specific terms to which they were bound within the contract.  
- [What’s the Difference Between a Right of First Refusal and a Right of First Offer?](https://brinenlaw.com/business-of-law/whats-the-difference-between-a-right-of-first-refusal-and-a-right-of-first-offer/): Two contractual agreements that are commonly used in business matters and shareholder agreements include the right of first refusal and the right of first offer. While these rights are similar, these rights are not the same. A right of first offer provides the holder of the right with the opportunity to submit the first bid on an asset. The right of first refusal gives the right holder the option to match an offer that has been made to the seller — or refuse to match it. Each right can come with advantages and disadvantages, depending on whether you are the seller or the buyer.  
- [What Does an Nondisclosure Agreement Protect?](https://brinenlaw.com/business-of-law/what-does-an-nondisclosure-agreement-protect/): Non-disclosure agreements, also known as “NDAs” can protect a wide range of confidential information. However, if your company is seeking to safeguard sensitive information and data, it’s important to understand the scope of an NDA — and the limitations of these contracts. Every NDA must define the scope of the information to be shielded and specify exclusions for the party in receipt of the confidential information.  
- [The Law of Contracts: Understanding the Difference Between the UCC and Common Law](https://brinenlaw.com/business-of-law/the-law-of-contracts-understanding-the-difference-between-the-ucc-and-common-law/): Contract law in the United States is governed primarily by the common law and the Uniform Commercial Code (UCC). Both bodies of contract law have distinct differences vital to understand. If you regularly deal with contracts, it’s important to know which law applies — and how it will affect the transaction you’ve entered into.        
- [Answering Contract FAQs with Joshua Brinen](https://brinenlaw.com/operating-your-company/answering-contract-faqs-with-joshua-brinen/): A contract is the meeting of the minds between two or more parties to accomplish a task. A contract is a binding obligation by which each party gives something and gets something to change their position. A contract cannot be sui generous, or of the nature of a gift. A contract must be binding with its elements.
- [Different Types of Nondisclosure Agreements](https://brinenlaw.com/business-of-law/different-types-of-nondisclosure-agreements/): Non-disclosure agreements (NDAs) are an important tool for many companies to safeguard confidential information from dissemination. Several different types of NDAs can be used, depending on the situation. For example, some business relationships might require a mutual agreement while in others, the two-way sharing of information is not necessary. In other cases, multiple parties may be involved in a transaction where confidential information will be disclosed. NDAs are not one-size-fits-all — they can be specifically tailored to meet the unique needs of a particular business engagement.
- [What is a Nondisclosure Agreement?](https://brinenlaw.com/operating-your-company/what-is-a-nondisclosure-agreement/): A Nondisclosure Agreement, commonly called an “NDA,” is a contract between two or more parties that prevents the dissemination of a company’s sensitive information. An NDA is typically entered into at the beginning of a business relationship or significant financial exchange to safeguard confidential information that is not publicly known. An NDA may also sometimes be known as a “confidentiality agreement.”  
- [Types of IRS Audits](https://brinenlaw.com/irs/types-of-irs-audits/): Receiving notice from the Internal Revenue Service (IRS) that you’ve been selected for an audit can be stressful and overwhelming. However, receiving a notice does not necessarily show any wrongdoing. IRS audits can be targetted or can be random — the IRS conducts routine audits to verify tax returns and ensure accuracy in taxpayer reporting. The following are three common types of IRS audits taxpayers should know:
- [Breach of Fiduciary Duty: Self-Dealing](https://brinenlaw.com/business-of-law/breach-of-fiduciary-duty-self-dealing/): A fiduciary duty is a legal obligation owed by corporate officers, directors, and partners to the company and its shareholders. Several fiduciary duties are imposed on these individuals — including the duties of loyalty, care, and good faith. While there are many ways a fiduciary duty of loyalty can be breached, one of the most common examples is self-dealing. This occurs when a fiduciary takes advantage of their position to engage in a transaction that results in a personal benefit.           
- [What’s the Difference Between a Regular IRS Audit and a Targeted Audit?](https://brinenlaw.com/irs/whats-the-difference-between-a-regular-irs-audit-and-a-targeted-audit/): Everyone dreads the possibility of being audited by the Internal Revenue Service (IRS). While it’s better not to be audited, a marked difference exists between a routine IRS audit and a targeted audit. Although you cannot always avoid an audit, careful recordkeeping, and careful return preparation can reduce your risk of being audited — and help reduce the likelihood of an unfavorable outcome if you are selected for an audit.   
- [What are the Fiduciary Duties Owed by Officers and Directors? ](https://brinenlaw.com/corporate/what-are-the-fiduciary-duties-owed-by-officers-and-directors/): In a corporation, the corporate officers and directors owe many fiduciary duties to the shareholders and the company. This means they legally have to act in the best interests of the company. Among the primary fiduciary duties owed by officers and directors are the duties of good faith, loyalty, care, and disclosure. If a party who owes a fiduciary duty fails to meet their legal obligations, they may be held in breach — and be held personally liable for monetary damages.   
- [What Remote Workers Should Know About Their Tax Obligations](https://brinenlaw.com/tax/what-remote-workers-should-know-about-their-tax-obligations/): Remote work is a flexible working arrangement where an employee performs their job tasks in an alternative worksite, rather than at a company facility. Remote workers often work from their homes, co-working spaces, or an alternative location outside of the area where commuting to the agency’s worksite is possible. The freedom of remote work can raise many questions about taxes — including where they should be filed and who is responsible for withholding income. 
- [IRS Increases Gift and Estate Tax Exclusion: What You Should Know](https://brinenlaw.com/estate-tax/irs-increases-gift-and-estate-tax-exclusion-what-you-should-know/): Many people choose to gift assets to their loved ones while they are still alive so they may see them enjoying the benefits. In 2024, the Internal Revenue Service (IRS) increased the limits for both the gift tax exclusion and the lifetime estate and gift tax exemption to the highest amounts in history. Those taxpayers with large estates can use these tools to their advantage to help reduce their estate tax burdens.    
- [Will the IRS Use AI in Tax Audits? ](https://brinenlaw.com/irs/will-the-irs-use-ai-in-tax-audits/): The Internal Revenue Service (IRS) is taking measures to increase tax enforcement for high earners this tax season by implementing the use of artificial intelligence (AI). That’s correct – SkyNet is going to audit your tax returns.  These efforts are meant to help the IRS’s compliance teams sort through tax returns more efficiently to identify possible violations. Since receiving billions in funding as a result of the Inflation Reduction Act, the IRS will use AI to specifically target wealthy taxpayers, including large partnerships and corporations.  
- [What’s the Difference Between Schedule 13D and Schedule 13G?](https://brinenlaw.com/operating-your-company/whats-the-difference-between-schedule-13d-and-schedule-13g/): Schedule 13D and Schedule 13G are both beneficial ownership reports filed by anyone who directly or indirectly shares investment power in a company. These Securities and Exchange Commission (SEC) filings provide information about parties who have substantial holdings in publicly-traded companies and allow other investors to have the opportunity to make informed decisions. However, the filer must note the differences between these forms and when each should be used.  
- [What’s the Difference Between an Employee and a 1099 Worker?](https://brinenlaw.com/hiring-independent-contractors-and-employees/whats-the-difference-between-an-employee-and-a-1099-worker/): If you’re a business owner, you need to understand the difference between employees and independent contractors. Not only is the understanding of the difference between employees and independent contractors crucial for tax purposes, but also to avoid legal and financial consequences. While 1099 workers can bring specialized skills to your company, reduce costs, and help your business expand, willfully or inadvertently misclassifying employees as independent contractors can result in significant penalties. The Internal Revenue Service (IRS) and the U.S. Department of Labor (DOL) both have their own criteria for distinguishing these workers.     
- [IRS Deadlines: What You Need to Know](https://brinenlaw.com/irs/irs-deadlines-what-you-need-to-know/): While everyone knows that federal income tax returns are due on April 15 yearly, the Internal Revenue Service (IRS) imposes several other deadlines throughout the year. For example, there are quarterly payment deadlines, extension deadlines, retirement-related deadlines, and various others. Be aware of these dates to avoid penalties — and take advantage of the savings opportunities that might be available. 
- [Tax Responsibilities of Independent Contractors](https://brinenlaw.com/tax/tax-responsibilities-of-independent-contractors/): While full-time employment is the standard, the gig economy has gained momentum over the last several years. If you are considering whether going into business for yourself is the right decision for you, you must understand the tax implications and responsibilities that can come with being an independent contractor. Like employees, contract workers must meet their tax obligations — and pay taxes when they are due — to avoid incurring monetary penalties and serious legal consequences. 
- [Tax Filing Preparation Tips](https://brinenlaw.com/tax/tax-filing-preparation-tips/): Whether you’re a W-2 employee, a 1099 worker, or a business owner, you will need to pay taxes. Working with a tax professional can help ensure your taxes are prepared correctly — and you minimize your tax. However, you must still actively participate in the process and work closely with your tax preparer to ensure you obtain your eligible credits and deductions. 
- [Answering Non-Disclosure Agreement FAQs with Joshua D. Brinen](https://brinenlaw.com/business-of-law/answering-non-disclosure-agreement-faqs-with-joshua-d-brinen/): A non-disclosure agreement is an agreement between two or more parties that normally occurs before or after a contract is executed. Typically, the non-disclosure agreement or NDA is signed before parties start negotiating a contract.
- [Five Common Tax Mistakes Made by LLCs](https://brinenlaw.com/limited-liability-company/five-common-tax-mistakes-made-by-llcs/): Limited Liability Companies are a popular business structure due to their flexibility and their liability protections. However, a limited liability company (LLC) can also face a number of tax issues. If you own an LLC, it’s important to ensure your business remains compliant with the state and federal tax laws. The following are five common mistakes and pitfalls that LLC owners should be aware of when it comes to tax matters.
- [What is a Shareholder Annual General Meeting?](https://brinenlaw.com/business-of-law/what-is-a-shareholder-annual-general-meeting/): Shareholder annual general meetings are a state law statutory requirement for both private and public companies. Annual meetings are a corporate governance mechanism that allows shareholders to be informed about the affairs of the company and exercise their rights to vote in the Board of Directors, the shareholders representatives, to run the company. Not to be confused with special meetings, which may be called for a specific purpose at any time, annual meetings are meant to create a dialogue between the shareholders and the board of directors — they are held yearly on a date fixed under the corporate bylaws.    
- [Understanding the Corporate Transparency Act](https://brinenlaw.com/operating-your-company/understanding-the-corporate-transparency-act/): Signed into law in January 2021, the Corporate Transparency Act seeks to combat money laundering, corporate misconduct, and other illicit financial activities. The purpose of the Act is to increase transparency through the reporting of beneficial ownership information — and collect more data regarding the ownership of specific entities operating in the U.S. market. The Act targets small businesses, including Limited Liability Companies, independent contractors, and family-run companies.    
- [What is a Divisive Type D Reorganization?](https://brinenlaw.com/tax/what-is-a-divisive-type-d-reorganization/): A divisive Type D reorganization is a type of tax-free or tax-advantaged corporate reorganization allowed under the United States Internal Revenue Code that lets companies change their structure without incurring immediate tax consequences. With a Type D reorganization, the distributing corporation must transfer assets to one or more companies — and its shareholders must be in control of the corporation immediately after the transfer. The distributing corporation must also distribute stock pursuant to a reorganization plan under IRS Code § 355.   
- [4 Important Questions to Ask a Lawyer About Forming an LLC](https://brinenlaw.com/limited-liability-company/4-important-questions-to-ask-a-lawyer-about-forming-an-llc/): Forming a Limited Liability Company (LLC) in New York can offer many benefits — from the limited liability protection it provides to the ease of formation, and flexible management structure. If you are considering an LLC for your business, you might have many questions. Here are four important questions to discuss with an experienced New York business attorney:     
- [What Does a Securities Lawyer Do?](https://brinenlaw.com/securities/what-does-a-securities-lawyer-do/): If you’re an investor or issuer, you should have a skillful securities lawyer by your side. A securities lawyer is an attorney who has specific knowledge and experience in the area of law that concerns the buying, selling and creating of securities. Not only can they advise you regarding the Securities and Exchange Commission (SEC) laws, but they can also help ensure you remain compliant and protect your rights if you have suffered losses due to broker misconduct.      
- [Answering Tax Questions with Joshua D. Brinen](https://brinenlaw.com/tax/answering-tax-questions-with-joshua-d-brinen/): Well, like any good tax lawyer, I will answer you with, it depends. The normal statute of limitations to hold a tax return is three years. So for three years from the date of filing, you should hold not only your tax returns, but all backup documentation in case of audit. The IRS has the ability to extend the statute of limitations for an additional three years if it assesses that you have substantially underreported your income or substantially overreported your expenses. The IRS also has the ability to extend the statute of limitations indefinitely for two reasons. The first reason is failure to file a tax return. If you fail to file a tax return, the statute of limitations will not begin to run. Once that tax return is filed, the IRS will set the statute of limitations to three years plus an additional three years. The second more insidious way the IRS can extend the statute of limitations indefinitely is if the IRS accuses you the taxpayer of fraud. In the instance of fraud, there is no statute of limitations to audit your tax return.
- [What is a Business Continuity Plan? ](https://brinenlaw.com/operating-your-company/what-is-a-business-continuity-plan/): You have worked hard to build your business over the years. You need to implement a plan that outlines how your company would continue to function after a significant disruption. You have insurance on far less valuable objects;  a well crafted plan is as important as the stop-gap of insurance.  Insurance only provides replacement value.  A business continuity plan provides a plan to not replace, but to survive and thrive.  Having a well-drafted business continuity plan in place is important to ensure your business goals are carried out, despite any unexpected events. The plan also serves as a prevention and recovery system for any threats that could occur, and identifies weaknesses within the business. 
- [Hiring 1099 Contractors](https://brinenlaw.com/hiring-independent-contractors-and-employees/hiring-1099-contractors/): If you own a business, you might hire 1099 contractors on an ongoing basis, or for a particular project. Contractors – or as they might be referred to today gig workers -  can offer your company flexibility and provide several financial and legal benefits. While using contractors instead of employees can offer solutions to many businesses, the differences needs to be well understood — and whether this employment strategy makes sense for the growth of your company.  
- [Tax Controversy: What’s the Difference Between a Lien and a Levy?](https://brinenlaw.com/tax/tax-controversy-whats-the-difference-between-a-lien-and-a-levy/): The Internal Revenue Service (IRS) has several collection mechanisms it uses to collect unpaid taxes. Among these are tax liens and tax levies — both of which can hurt a taxpayer. However, understand that liens and levies are fundamentally different. While a lien is a legal claim against your property to secure payment of a tax debt, a levy lets the IRS take the property to satisfy a debt.      
- [Brinen & Associates Represented Odyssey Health, Inc. in Sale of its Neurological Drug Technology Pipeline, Including Concussion Drug Candidate, to Oragenics, Inc.](https://brinenlaw.com/about-the-firm/brinen-and-associates-represented-odyssey-health/): Brinen & Associates was privileged to represent Odyssey Health, Inc., a medical company focusing on life-enhancing solutions, in the sale of its neurological drug technology pipeline to Oragenics, Inc. 
- [What’s the Difference Between a CDP and a CAP?](https://brinenlaw.com/irs/whats-the-difference-between-a-cdp-and-a-cap/): Two common ways to stop the Internal Revenue Service (IRS) from collecting is by filing a Collection Due Process (CDP) hearing request or a Collection Appeal Program (CAP) request. Although these two mechanisms are similar, there are several important distinctions to note. With the Collection Appeal Program, a taxpayer can immediately dispute a current or proposed collection action — whether it be a lien, levy, or seizure. While a taxpayer can dispute the underlying penalty with the Collection Due Process hearing, this process can be lengthier since it is only available once the IRS issues a final notice.  
- [What is the Collection Statute Expiration Date (CSED)?](https://brinenlaw.com/irs/what-is-the-collection-statute-expiration-date-csed/): The Internal Revenue Service (IRS) only has a limited amount of time to take action to collect your delinquent taxes. The Collection Statute Expiration Date (CSED) refers to the amount of time which the IRS has to collect the tax debt you owe. After this time period has ended, the IRS legally may no longer pursue the taxes you were assessed. However, understanding the CSED can be complex — and it’s important to understand how it is calculated and when it can be suspended or extended.        
- [Why is Cyber Insurance for Small Businesses Important?](https://brinenlaw.com/cyber-security/why-is-cyber-insurance-for-small-businesses-important/): If you’re a small business owner, having protocol in place to safeguard your company from cyber attacks is crucial to protect your proprietary information and your bottom line. As a small business owner, in the state of New York, or if you have New York customers or clients, you must follow New York State’s SHIELD Act. While cybercriminals target businesses of all sizes, small businesses are vulnerable to risk. It’s not a question of if a cyber attack will occur — but when — cyber insurance for small businesses ensures you are covered for claims and expenses that could arise from such an incident.
- [What Does a Transactional Lawyer Do?](https://brinenlaw.com/business-of-law/what-does-a-transactional-lawyer-do/): If you are a corporate owner, officer, or director of an enterprise, you may wonder whether you need a transactional lawyer — and what role they will play in your company. Transactional lawyers, also called business attorneys, help businesses with many types of major transactions, including mergers, acquisitions, and sales. Not to be confused with litigation attorneys, who spend a good deal of time in the courtroom, transactional lawyers also work with companies daily to advise on regulatory matters and help ensure they remain compliant with their legal obligations. Regardless of the size of your business, it’s vital to have a lawyer you can rely on for all your transactional needs. 
- [Answering Collection FAQs with Joshua D. Brinen](https://brinenlaw.com/irs/answering-collection-faqs-with-joshua-d-brinen/): A 2848 or a power of attorney form for the Internal Revenue Service is the first document that representation needs to file with the Internal Revenue Service in order to represent you before the service. It gives your representative power to represent you before the IRS and to take certain actions on your behalf. The 2848 is limited to the types of tax or penalties, as well as specific forms. You may need to file several 2848s depending on your situation. And IRS agent will not speak with your representative if a 2848 is not on file.
- [Can You Sue a Business That No Longer Exists?](https://brinenlaw.com/litigation/can-you-sue-a-business-that-no-longer-exists/): If you have a claim against a business that no longer exists, you may wonder whether you can sue them. After all, they do not exist.  How can you sue something that is not there?
- [What’s the Statute of Limitations on Federal Tax Debt?](https://brinenlaw.com/irs/whats-the-statute-of-limitations-on-federal-tax-debt/): The statute of limitations for the Internal Revenue Service (IRS) to collect the tax amount you owe is typically ten years. This IRS refers to this period as the “Collection Statute Expiration Date (CSED).” However, understand that various laws and actions can impact the CSED — and a variety of circumstances under which the statute of limitations on IRS debt can be extended. If your situation meets certain criteria, the statute of limitations may be extended, and the IRS may have more time to collect the debt owed.  
- [What is Theft of Corporate Opportunity?](https://brinenlaw.com/operating-your-company/what-is-theft-of-corporate-opportunity/): To bring a claim for theft of corporate opportunity, a plaintiff must not only establish that the corporation had a valid interest in the opportunity, but also that the fiduciary profited at the company’s expense. A common example of theft of corporate opportunity involves situations where a corporate fiduciary transfers assets belonging to the company into a new company that operates within the same business to avoid sharing proceeds with business partners. 
- [What Businesses Need to Know About the E-Signatures in Global and National Commerce Act](https://brinenlaw.com/form-documents/what-businesses-need-to-know-about-the-e-signatures-in-global-and-national-commerce-act/): The Electronic Signatures in Global and National Commerce Act — also called the E-Sign Act — was signed into law in 2000, providing for legal recognition of electronic signatures in commerce. Under the statute, e-signatures are given the same legal force and effect as handwritten signatures on traditional paper documents. While these provisions simplify many transactions, businesses must understand that the statute imposes specific requirements with which those contracts must comply.   
- [Brinen & Associates Congratulates Sarah O’Sullivan and Zhe Zhu on Passing the New York State Bar Exam](https://brinenlaw.com/about-the-firm/brinen-associates-congratulates-sarah-osullivan-and-zhe-zhu-on-passing-the-new-york-state-bar-exam/): Brinen & Associates are proud to congratulate Sarah O’Sullivan and Zhe Zhu, law clerks with the firm who were recently notified that they had passed the New York State Bar Exam.
- [Answering Incorporation FAQs with Joshua D. Brinen](https://brinenlaw.com/corporate/answering-incorporation-faqs-with-joshua-d-brinen/): The purpose of incorporation is to create a shield, or a corporate veil, to protect your personal assets from the liabilities of a business. While that corporate veil is not perfect, and you will put at risk your investment in the business, which is to say the money you put into the corporate solution, a corporate veil will protect you from having your personal, non-invested assets put at risk. The kinds of liabilities that a corporate veil will protect you from are lawsuits in tort, lawsuits in contract, certain fines, and taxes. The corporate liability shield can be broken if you violate one of the four rules of corporate liability. If you don't maintain the corporate formalities, you may lose the corporate shield. If you under capitalize your business by selling shares of stock below the par value, you may lose the corporate protections. If you co-mingle your personal assets and your business assets, you may lose the corporate protection. If you use the entity for deception, you may also lose corporate protection.
- [Responsible Person Liability](https://brinenlaw.com/domestic-international-tax-planning/responsible-person-liability/): A wide variety of reasons can be advanced as to why business payroll taxes might not be paid.  Those reasons include willful failure to pay and negligence. However, when business payroll taxes are due to the Internal Revenue Service, those business payroll taxes – or “trust fund” taxes - must be paid in full to avoid incurring penalties. Not only can a business owner be held accountable for failure to pay trust fund taxes owed by their company, several other parties who can be held jointly and severally liable for failure to pay trust-fund taxes. Under federal tax law, any “responsible person” can incur personal liability for a business’s unpaid “trust fund” taxes withheld from employee pay.  
- [What is Self-Dealing in Business?](https://brinenlaw.com/operating-your-company/what-is-self-dealing-in-business/): Business partners, officers, and directors of a corporation all owe fiduciary duties of loyalty and good faith to the company and must act in the company’s best interests. Self-dealing occurs when a fiduciary puts their own interests above those of the company to which they owe these duties, resulting in them standing on both sides of a transaction. Although the business judgment rule can help to protect against liability for many actions and decisions made by corporate management, the business judgment does not apply to self-dealing. 
- [Should Your Company Raise Capital Under Rule 506(b) or Rule 506(c)?](https://brinenlaw.com/growing-your-company/should-your-company-raise-capital-under-rule-506b-or-rule-506c/): Under the federal securities laws, a company may not offer securities unless they have been registered with the Securities and Exchange Commission (SEC) or an exemption from registration can be used. Regulation D of the Securities Act of 1933 provides three main exemptions from the SEC’s registration requirements for certain private securities offerings. These exemptions from registration include Rule 504, Rule 505, and Rule 506. 

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- [Practice Areas](https://brinenlaw.com/practice-areas/): Bespoke solutions and counsel for every stage of the business life cycle.
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- [About the Firm](https://brinenlaw.com/about-the-firm/): Securities and FinanceSecurities ComplianceSecurities OfferingsSecurities Enforcement Defense
- [Home](https://brinenlaw.com/): Brinen & Associates specializes in serving the needs of small and micro cap companies, entrepreneurs, private companies and individuals.

## Case Studies
- [Assisted Client with Harmonizing Three Entities Through Predecessors](https://brinenlaw.com/casestudies/assisted-client-with-harmonizing-three-entities-through-predecessors/): A public company was effectively a combination of two private companies and one public shell. This business compbination came with three sets of books, three separate corporate structures, three separate capitalization tables, and three sets of obligations.
- [Worked with Client to Revise Operating Agreement and Reduce Litigation Risks](https://brinenlaw.com/casestudies/worked-with-client-to-revise-operating-agreement-and-reduce-litigation-risks/): In the aftermath of a very difficult business divorce from its previous chief financial officer, the remaining officers and members of a limited liability company came to us. They wished to revise their corporate structure and bring discipline to their corporate meetings in order to avoid a repeat of the business divorce. This involved a considerable amount of work, including revising the operating agreement so that questions of indemnification and advancement were aligned with the expectations of the corporate officers and members.
- [Assisted Client with Overcoming Numerous Obstacles to Bring Publicly Traded Company Back into Compliance](https://brinenlaw.com/casestudies/assisted-client-with-overcoming-numerous-obstacles-to-bring-publicly-traded-company-back-into-compliance/): Our client found themselves entangled in a corporate mess. The client recently took over a publicly traded company that needed to be brought back into compliance with the OTC Markets and the Securities and Exchange Commission.  The equity needed to be restructured. Hostile directors and shareholders were attempting to strip the corporation of its value, control of the company was uncertain, and the ability to raise money using publicly traded stock was at issue. In sum, many obstacles — and pending lawsuits brought by former directors and officers — that had to be overcome to make this company a success.
- [Successfully Reduced Company’s Sales Tax Obligation by a Substantial Amount](https://brinenlaw.com/casestudies/successfully-reduced-companys-sales-tax-obligation-by-a-substantial-amount/): Our client, an operating company providing both services and products was issued an audit notice by the New York State Department of Taxation and Finance regarding their sales tax. The Department claimed all of the revenue was subject to sales tax, as opposed to only the small portion of the revenue that was product-related.
- [Successfully Appealed FINRA Decision Denying Publicly Traded Company’s Name and Symbol Change](https://brinenlaw.com/casestudies/successfully-appealed-finra-decision-denying-publicly-traded-companys-name-and-symbol-change/): Our client, a dormant publicly-traded company, wanted to sell its name and symbol to another publicly-traded company and revitalize itself in order to take on new business. To change the name and symbol of a company, a corporate action must be filed with FINRA after a change of name is filed with the Secretary of State in the state in which the business is incorporated. FINRA refused to accept the changes.
- [Successfully Resolved IRS Dispute for Individual Taxpayer Allowing Them to Walk Away From Seven Figure Penalty](https://brinenlaw.com/casestudies/successfully-resolved-irs-dispute-for-individual-taxpayer-allowing-them-to-walk-away-from-seven-figure-penalty/): Our client, an individual taxpayer, was hit with a seven-figure penalty by the Internal Revenue Service for failure to disclose a foreign bank account. The client had disclosed the foreign bank account through both the FinCEN disclosures and the relevant IRS form. The taxpayer was unable to find someone to explain the issue to at the IRS in order to resolve the matter.  The accountant-preparer brought the case to us.
- [Reversed a 12(j) Revocation of a Client’s Registration with the Securities and Exchange Commission](https://brinenlaw.com/casestudies/reversed-a-12j-revocation-of-a-clients-registration-with-the-securities-and-exchange-commission/): The client, a 34 Act reporting company, fell behind on its reporting obligations. As a result of the company’s failure to comply with the required reporting obligations and to meet the reporting obligations’ deadlines, a §12(j) revocation was issued by the Securities and Exchange Commission (SEC). If the §12(j) revocation had not been challenged, the client was barred from publicly trading its securities and would cease to be a publicly-traded company.
- [Successfully created US entity for an Irish social media marketing company to enter US market](https://brinenlaw.com/casestudies/successfully-created-us-entity-for-an-irish-social-media-marketing-company-to-enter-us-market/): A client, a citizen of Ireland who’s business was based exclusively in the Ireland. The client desired to enter the United States market in order to grow and expand his business. He had no idea of how US tax situation worked how he could form a US subsidiary.
- [Successfully created US entity for UK social media marketing company to enter US market](https://brinenlaw.com/casestudies/successfully-created-us-entity-for-uk-social-media-marketing-company-to-enter-us-market/): A client, a citizen of United Kingdom who’s business was based exclusively in the United Kingdom. The client desired to enter the United States market in order to grow and expand his business. He had no idea of how US tax situation worked how he could form a US subsidiary.
- [Successfully defended client in alleged breach of contract lawsuit](https://brinenlaw.com/casestudies/successfully-defended-client-in-alleged-breach-of-contract-lawsuit/): Defended a client who was alleged to have purchased a specially manufactured product from a merchant. Plaintiff alleged the defendant entered into an agreement for the provision of this specially manufactured product.
- [Prevented a judgment of $7.2 million being obtained personally against a married couple](https://brinenlaw.com/casestudies/prevented-a-judgment-of-7-piont-2-million-being-obtained-personally-against-a-married-couple/): Defended a married couple, domiciled in the State of Minnesota who were sued for $7.2 million in New York Supreme Court by a commercial lender.
- [Successfully re-opened case to set aside a default judgment against client](https://brinenlaw.com/casestudies/successfully-re-opened-case-to-set-aside-a-default-judgment-against-client/): Our client, a reputable credit card processing services business, had a default judgment entered against them without proper service and knowledge of the original proceedings filed against them. The client was therefore not represented in the original proceedings filed by the Plaintiff.
- [Carefully Crafted Motion to Dismiss Proved To Be The Winning Ingredient In Defeating $1.1 Million Lawsuit](https://brinenlaw.com/casestudies/carefully-crafted-motion-to-dismiss-proved-to-be-the-winning-ingredient-in-defeating-1-point-1-million-lawsuit/): Defended two individuals, domiciled in New Jersey who were sued for $1.1 million in Illinois State Court. The Defendants were two former employees of the Plaintiff. They were sued for breach of contract, tortious interference, defamation, and conversion arising out of their employment.

## Categories
- [about the firm](https://brinenlaw.com/category/about-the-firm/)
- [Accounting](https://brinenlaw.com/category/accounting/)
- [Blue Sky Laws](https://brinenlaw.com/category/blue-sky-laws/)
- [business law](https://brinenlaw.com/category/business-law/)
- [Business of Law](https://brinenlaw.com/category/business-of-law/)
- [Careers](https://brinenlaw.com/category/careers/)
- [Commercial Litigation](https://brinenlaw.com/category/commercial-litigation/)
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- [Corporate Planning](https://brinenlaw.com/category/corporate-planning/)
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- [Tax Planning](https://brinenlaw.com/category/tax-planning/)
- [Training](https://brinenlaw.com/category/training/)
- [Uncategorized](https://brinenlaw.com/category/uncategorized/)

https://brinenlaw.com/practice-areas/transactional-and-corporate-law/
https://brinenlaw.com/practice-areas/securities-and-finance/
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