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In this post, I will discuss executory contracts and ipso facto clauses. These are both important basic concepts for bankruptcy proceedings, especially Chapter 11 proceedings (commonly known as a “reorganization” as opposed to a “liquidation” under Chapter 7). 1. Executory Contracts Though the name may sound daunting, an executory contract is simply a contract that
Every disaster – and at this point I think we can number the COVID-19 pandemic of 2020-202X among them – produces “winners”, people and companies who benefit. Just over 10 years ago I was living in Japan when a devastating earthquake and resultant tsunami killed nearly 20,000 people, with another 2,500 missing and presumed dead.
It is not uncommon to receive a call from a prospective client requesting assistance when they are owed money from a company that has just filed bankruptcy. While there are many factors to evaluate, one of the core issues is how to make a claim in bankruptcy. Whether you are owed $1 or $1,000,000,000, the
You’ve taken the first steps in expanding your business into Spain, perhaps by forming distributor relations. Now, you’re ready to put down deeper roots by renting office space and hiring staff. With these pieces in place you will be considered a “permanent establishment,” and it’s time to go beyond simply registering your foreign business. Foreign
Our corporate attorneys have represented countless companies, buyers, and sellers in M&A transactions, and one of the most common questions we get is "what are M&A closing conditions?" An M&A closing condition is a thing that a party says must happen for the transaction to close. All deals with closings have at least a few
As the country with the world’s largest economy, the United States offers some of the best business opportunities in the world. However, the US legal system can also pose complex regulatory hurdles for foreign enterprises. Navigating these legal intricacies is crucial for foreign companies seeking to minimize risk and operate successfully in the expansive US commercial
Are you considering forming or investing in a Decentralized Autonomous Organization (known in the cryptocurrency world as a “DAO”)? The purpose of this post is to consider DAOs in the broader context of cryptocurrency investment and the paradox around corporate form created by their very existence. I will also propose some domestic and international entity
Family business succession planning is critically important but far too often ignored or kicked down the road. Are you watching “Succession”? It’s an HBO drama on a family business that is a barely veiled satire of the succession drama that seems to have been playing out at Rupert Murdoch’s News Corp. for the past three
Doing Business in the United States: Why State and Local Law Matter Current as of September 2026 A German machinery company forms a Delaware corporation to enter the U.S. market. It hires a salesperson who works from her home in Los Angeles, contracts with a fulfillment company that happens to warehouse the spare parts outside
When I am speaking with international companies looking to do business in a foreign country (which sometimes means the United States), I like to start with their business plan. Most companies develop their business plans long before they decide to check with their lawyer to see where they might run into issues. They understand their
