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EXECUTING A CAREFULLY DRAFTED CONFIDENTIALITY AGREEMENT IN AN M&A TRANSACTION

EXECUTING A CAREFULLY DRAFTED CONFIDENTIALITY AGREEMENT IN AN M&A TRANSACTION

The execution of a confidentiality agreement - or what is also referred to as non-disclosure agreement (NDA) - is typically the first official stage of any merger or acquisition. Prior to this stage, a general discussion may have already occurred, and relevant information shared, by and among the parties involved in the transaction. The initial...

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THE IMPORTANCE OF CONDITIONS PRECEDENT IN LICENSING, PERMITTING AND PURCHASE AGREEMENTS

THE IMPORTANCE OF CONDITIONS PRECEDENT IN LICENSING, PERMITTING AND PURCHASE AGREEMENTS

A condition precedent is a condition in a contract that must occur before another party is required to perform. In purchase and sale agreements, there are often several conditions precedent that must be satisfied before a party is required to close. Particularly, in the sale of a business, these are often much more important for the buyer rather...

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REMOTE WORKERS IN RHODE ISLAND: STATE REGS MAY CREATE PERSONAL JURISDICTION IN RHODE ISLAND COURTS

REMOTE WORKERS IN RHODE ISLAND: STATE REGS MAY CREATE PERSONAL JURISDICTION IN RHODE ISLAND COURTS

The United States District Court for the District of Rhode Island recently held that it had personal jurisdiction over an out-of-state employer, despite the fact that the employer only had one remote employee who worked in Rhode Island. That employee—who was also the plaintiff—was terminated from his employment and subsequently filed suit,...

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THE BENEFIT OF PASS-THROUGH ENTITIES

THE BENEFIT OF PASS-THROUGH ENTITIES

Why do pass-through entities such as LLCs taxed as partnerships remain the entity of choice for most closely held businesses? The primary benefit of operating a business through a pass-through entity, such as an LLC taxed as a partnership, is that the income generated by the business is not subject to double taxation. Instead, the taxable income...

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APPLE’S CONCERNING NEW TEXT MESSAGE FEATURE

APPLE’S CONCERNING NEW TEXT MESSAGE FEATURE

Apple recently released iOS16 for the iPhone. This newest release allows iPhone users running iOS16 to edit and unsend text messages sent between other iOS16 users. While this may be welcome news for those of us who make embarrassing typos or otherwise hit the send button prematurely, it opens the door for some potential legal risks and issues...

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LAST MINUTE CHANGE TO RI ADULT USE CANNABIS LEGISLATION BENEFITS LICENSED CULTIVATORS

LAST MINUTE CHANGE TO RI ADULT USE CANNABIS LEGISLATION BENEFITS LICENSED CULTIVATORS

Rhode Island appears to be on a definitive track towards legalization of cannabis and establishing a framework for its adult use industry. More than 15 years after establishing its medical marijuana program and, following years of on-and-off momentum, the Rhode Island General Assembly has given strong indications that adult use cannabis...

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THE SAFE BANKING ACT: WILL 2022 OPEN THE DOOR FOR CANNABIS BUSINESSES TO ACCESS COMMERCIAL BANKING?

THE SAFE BANKING ACT: WILL 2022 OPEN THE DOOR FOR CANNABIS BUSINESSES TO ACCESS COMMERCIAL BANKING?

Lawful cannabis businesses in the United States have historically and predominately relied on private funding to establish and prop up their operations until they can sustain themselves as revenue-driven enterprises. This is because cannabis remains illegal under federal law and, by extension, FDIC-insured banking institutions face substantial...

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