Intellectual Property
Trademarks 101: What Business Advisors Need to Understand When Guiding Clients
As a business advisor, your role often involves helping clients make strategic decisions that affect their growth and risk profile. One area that frequently intersects with broader advisory issues is trademark law. While business advisors do not typically manage trademark filings or enforcement, understanding the fundamentals helps you identify when trademark considerations should be part of the conversation with your clients and when to involve legal professionals. Why Trademarks Matter in Advisory Contexts Trademarks are critical to brand identity and business value. They influence marketing strategies, product launches, and even transaction structures. For example, if a client is investing heavily in a new brand or entering new markets, trademark clearance and protection should be addressed early. Similarly, during mergers or acquisitions, trademark ownership and registration status can significantly affect valuation and deal terms. Recognizing Existing Rights and Risks Clients often assume they need to “get a trademark” or have formal registration to have trademark rights, but rights can arise through the use of a trademark in commerce – simply by selling products or rendering services under a trademark. Business advisors should be aware of this so they can flag potential issues — such as whether a client may already have rights in a brand name or whether a brand might risk infringing on someone else’s trademark. These are signals to recommend a legal review. Advantages of Trademark Registration Even though your clients have trademark rights from using a trademark, federal registration conveys many benefits, including nationwide rights, presumptive ownership, and easier enforcement on platforms like Amazon or TikTok Shop. It also enables recording with U.S. Customs to block counterfeit imports. Advisors should understand these benefits so they can guide clients to consider trademark registration when investing in brand development, expanding geographically, or entering online marketplaces. Trademark Risks in Broader Business Decisions Trademark conflicts can derail product launches or lead to costly litigation. When advising on branding, domain acquisitions, or marketing campaigns, advisors should ensure that trademark clearance is part of the planning process, typically by recommending a qualified trademark attorney. In M&A transactions, confirming trademark status and chain of custody is a key part of due diligence. Monitoring and Enforcement Trademark owners can lose or weaken their rights if they do not take steps to prevent third parties from infringing (whether willful or innocent) and from cybersquatting. Valuable brands should be monitored for these activities. But advisors should be aware that enforcement strategies can affect brand reputation. While cease-and-desist letters are common, tone matters; overly aggressive enforcement can lead to public backlash or legal counterclaims. This is another area where legal counsel should take the lead, but advisors can help clients weigh business risks and reputational considerations. Key Takeaways for Advisors For advisors, the most important takeaway is that trademarks should be viewed as a strategic asset, not just a legal technicality. Your clients are well-served if you can recognize when trademark issues intersect with business decisions and guide your clients toward qualified trademark counsel when warranted. By doing so, you can help clients protect their brands, avoid costly disputes, and strengthen the long-term value of their businesses.
January 26, 2026
Labor and Employment
Inclusive Holidays: Building Trust and Engagement at Work
With Lunar New Year falling on February 17 this year, employers have an opportunity to pause and think more broadly about how religious and cultural holidays are recognized in the workplace. Holiday inclusion is often treated as a year-end issue, but for many employees, meaningful observances occur well outside the traditional Western calendar. Lunar New Year is widely celebrated across East and Southeast Asian cultures and, for many individuals, carries deep cultural, familial, and sometimes religious significance. Employees may travel, participate in religious ceremonies, or spend extended time with family. When these observances are overlooked or misunderstood, employees can feel invisible or undervalued, even in otherwise well-intentioned workplaces. From an employment law perspective, holiday inclusion is not simply a morale issue. Federal and state anti-discrimination laws require employers to reasonably accommodate sincerely held religious beliefs unless doing so would create an undue hardship. While Lunar New Year itself is often cultural rather than religious, requests for time off or schedule flexibility may still implicate accommodation obligations, particularly when tied to religious practice or long-standing traditions. Problems most often arise when holiday-related requests are handled inconsistently. Approving time off for some holidays but questioning others, or celebrating certain traditions while ignoring others, can expose employers to claims of disparate treatment. These risks are heightened when managers are left to make ad hoc decisions without clear guidance. Employers can reduce both legal exposure and employee frustration by focusing on flexibility and neutrality. Policies that allow employees to use floating holidays or personal time for observances that matter to them tend to work better than rigid holiday calendars. Clear communication and manager training are also critical so that requests tied to cultural or religious observance are handled thoughtfully and consistently. Workplace celebrations require similar care. Recognizing Lunar New Year can be positive, but only when done respectfully and without assumptions about who celebrates or how. Employees should never feel pressured to participate, explain their culture, or serve as informal ambassadors simply because of their background. As workforces continue to diversify, inclusive holiday practices increasingly function as both a compliance strategy and a culture building tool. Employees notice when their traditions are acknowledged and when they are ignored. Over time, those signals can affect engagement, retention, and trust. Lunar New Year serves as a useful reminder that inclusion does not require employers to recognize every holiday on the calendar. Instead, it requires systems that allow employees to observe what matters to them without friction or stigma. Thoughtful planning now can help employers support a diverse workforce while staying aligned with legal obligations throughout the year.
January 23, 2026
Business
New York’s LLC Transparency Act Now in Effect
New York Governor Kathy Hochul signed the New York Limited Liability Company Transparency Act (“NY LLCTA”) into law in December 2023. Under the NY LLCTA, covered companies became subject to certain new reporting requirements that became effective January 1, 2026. But the NY LLCTA today is far narrower than the drafters originally intended. The NY LLCTA was originally designed as a state-level version of the federal Corporate Transparency Act (“CTA”). Both laws require certain companies to disclose to government agencies the identity of the individuals who own or control those companies. While the CTA requires federal filings, the NY LLCTA requires filings with the NY Department of State (“NY DOS”). The CTA is part of the Anti-Money Laundering Act of 2020, which became effective January 1, 2021, as a part of the National Defense Authorization Act. The CTA was enacted to combat money laundering, terrorism financing, human and drug trafficking, sanctions evasion, tax fraud, and other financial crimes. The CTA established beneficial owner information (“BOI”) reporting requirements for a wide range of legal entities nationwide. The NY LLCTA incorporates, by explicit reference, several provisions of the CTA. However, it applies only to limited liability companies formed in New York or qualified to do business in New York unless they fall within a range of specified exemptions (“Reporting LLCs”). The U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN) in December 2024 dramatically narrowed the CTA’s requirements, excluding all companies formed in the U.S. FinCEN confirmed these changes in its Interim Final Rule on March 26, 2025. In response to the Interim Final Rule, NY’s legislature amended the NY LLCTA in 2025 to de-link the NY LLCTA to some extent from the CTA by broadening the coverage of the NY LLCTA to encompass nearly all LLCs formed or registered to do business in New York, whether domestic or foreign, unless exempt (S8432/A8662). However, NY Governor Kathy Hochul vetoed this bill on December 19, 2025. As a result, LLCs formed in New York or LLCs formed elsewhere in the U.S. and registered to do business in New York are currently not required to file BOI reports with the NY DOS. Unless the New York legislature overrides the Governor’s veto, only LLCs formed outside the U.S. and registered to do business in New York State now fall within the definition of Reporting LLCs. Under the NY LLCTA, (foreign) Reporting LLCs formed before January 1, 2026, are required to file initial reports (“BOI reports”) by no later than December 31, 2026. Reporting LLCs formed or qualified in New York State in 2026 or later are required to file initial BOI reports within 30 days after formation or qualification. All Reporting LLCs must file annual reports with the NY DOS disclosing their beneficial owners. The reports must disclose certain identifying information about each individual who exercises substantial control over or owns 25% or more of a Reporting LLC. Even exempt LLCs must file initial and annual attestations of exemption. This information will be available to government enforcement agencies but will not be publicly disclosed. The NY DOS has posted on its website beneficial ownership disclosure FAQs and beneficial owner disclosure exemptions. Offit Kurman will continue to monitor for any updates to the status of the NY LLCTA and the BOI reporting obligations.
January 23, 2026
Business
Starting a Business Made Simple: A Practical Toolkit
Starting a business is exciting — but it can also feel overwhelming when you’re faced with critical decisions and don’t know where to begin. This toolkit is a practical, step-by-step guide designed specifically for new entrepreneurs. From choosing the right business structure and securing permits to drafting essential agreements, this toolkit gives you the clarity and confidence to build a strong foundation for success. Ready to turn your vision into reality? Decide on the Best Business Structure Figure out which business structure is the best fit. Common choices are sole proprietorship, partnership, limited liability company (LLC), and corporation. This may mean consulting with an attorney and with an accountant about the different options, but each business structure has its pros and cons. It’s essential to understand the pros and cons, then weigh them before deciding how to structure the business. Make Sure the Business Entity is Set Up Correctly Be aware of the requirements for forming corporate entities to ensure the business is properly set up. In some states, there may be publication requirements. For instance, in New York, a limited liability company must publish a notice within 120 days of the initial articles of organization becoming effective, as follows: “published once in each week for six successive weeks, in two newspapers of the county in which the office of the limited liability company is located, one newspaper to be printed weekly and one newspaper to be printed daily.” These requirements may be burdensome, but it’s important to follow them. In New York, a court may pause a case if the company is not properly formed and therefore cannot bring its claims against the defendant. Research the Licenses or Permits Needed for the Business Licensing and permitting can be tricky. Fortunately, many cities and states have set up portals or guides to help you determine whether your business requires a permit or a license to operate in the city or state. If you are operating a business in a niche area, however, it may take additional research to find concrete answers to whether your business needs a license or permit. Research the Tax Obligations for the Business There may be federal, state, and local taxes that apply to the business. The United States Small Business Administration is an excellent resource for starting that process, but conferring with an accountant and tax attorney may help to provide a more comprehensive understanding of those tax requirements. Be Thoughtful When Anyone Else Begins Working for the Business If that person is an employee, there are wage and hour laws, anti-discrimination laws, and other laws that apply. If you don’t want that person to be an employee, you should have an agreement in place that clarifies the relationship (and make sure you know any other legal requirements such as whether the person is an independent contractor). Particularly when a small business is just getting started and the first people working there are friends or family members, having written agreements with them seems too formal and unnecessary. In the early stages, everyone may have a clear understanding of how they fit into the business, and there isn’t room for disagreements. But as the business grows, those understandings may change, and conflicts may arise. When there’s a conflict like that, the business may be vulnerable without a written agreement clarifying the terms of the person’s involvement. Put Written Contracts in Place with Everyone You Do Business With Many businesses initially rely on phone calls or face-to-face conversations to get things done. That informal way of doing business may seem acceptable since the business is just beginning, but such discussions can lead to problems, misunderstandings, and leave the business without any legal remedies. Whenever there is a relationship between your business and others, it is essential to have an agreement in writing—even if it’s just an email or text message exchange. Conclusion By laying a solid foundation — choosing the right structure, meeting legal requirements, understanding obligations, and putting clear agreements in place — new entrepreneurs can avoid early pitfalls and focus on building a strong, sustainable business.
January 22, 2026
M&A Nuggets
M&A Nugget: Qualified Small Business Stock Update
In 1993, Congress passed a tax law intended to incentivize entrepreneurs to invest in early-stage companies. This tax law, often referred to as QSBS (Qualified Small Business Stock) allows stockholders to exclude from tax a substantial portion of the gain on certain business sales structured as stock sales. Last year, the law was amended to expand tax savings. Here is how the QSBS tax exemption works: If a stockholder holds shares of stock issued initially and currently held in a C corporation, and The shares of stock have been owned for at least three years, and The corporation has assets of less than $50M or $75M (depending on the year the stock was acquired), and At least 80% in value of the corporation’s assets are used in the active conduct of a “qualified trade or business”, then When stock is sold in a business sale, between 50% and 100% of the gain can be excluded from tax. A “qualified trade or business” means any trade or business, except certain service businesses (usually involving the rendering of professional services), banking and insurance businesses, and certain real estate-related businesses. The most significant change in 2025’s QSBS amendment was to increase the amount of gain that can be excluded from tax. For stock issued before July 4, 2025, the maximum exclusion is $10M. For stock issued on or after July 4, 2025, the maximum exclusion increases to $15M. The tax savings can be substantial. For example, on the sale of a business in a stock transaction for $20M, if the original ownership was acquired before July 4, 2025, $10M can be excluded from federal tax (as long as the stock was held for at least five years), resulting in tax savings in excess of $2M. Planning Opportunity A stockholder that is not a corporation is eligible for the QSBS. This includes individuals and trusts and presents an extraordinary planning opportunity for an individual to create a trust to hold a portion of the company’s ownership. If the trust is structured as a separate taxpayer, the individual and the trust can each take advantage of the QSBS tax exemption. Many strict requirements must be satisfied to qualify for the QSBS, and anyone considering use of this tax law should engage a professional advisor who has experience with those requirements.
January 22, 2026
Landlord Representation
2025 Fair Housing Trends Report: What We’re Seeing and Why It Matters
The National Fair Housing Alliance (NFHA) is the nation’s largest nonprofit fair housing organization, leading investigations, enforcement, advocacy, and research to advance equal housing opportunity. It processes the majority of fair housing complaints nationwide and plays a significant role in shaping enforcement priorities. Each year, the NFHA publishes a comprehensive report on housing discrimination. It does this by drawing on data reported by private fair housing organizations, the Department of Housing and Urban Development (HUD), state and local Fair Housing Assistance Programs (FHAP), and the Department of Justice (DOJ). For housing providers and industry professionals, NFHA’s work provides a key indicator of current and emerging fair housing risks. The National Fair Housing Alliance’s newly released 2025 Fair Housing Trends Report offers one of the clearest empirical studies of how housing discrimination is showing up across the country. The newest data — based on 2024 complaints — reveals patterns, notable shifts, and emerging risk factors that could shape compliance, risk management, and enforcement strategies for housing providers, property managers, and compliance teams. Below are the central themes revealed in the 2025 Report. Overall Context and Complaint Volume In 2024, a total of 32,321 fair housing complaints were reported across the United States—a figure consistent with recent high levels of discrimination filings over the past 10 years. NFHA contends that these complaints may reflect only a portion of the actual discriminatory conduct, citing reporting barriers and challenges in detecting discrimination. Although federal agencies receive substantial attention, the majority of complaints are handled by private, nonprofit fair housing organizations. In 2024, these private entities processed roughly 74% of the complaints filed, significantly outpacing federal and state agencies. HUD accounted for about 4.85%, FHAP agencies about 20%, and the DOJ approximately 0.14% of complaints. This breakdown underscores the shifting enforcement landscape, reduced involvement, and reduced funding from federal agencies. What Types of Complaints Are Most Common? Disability Remains the Leading Complaint Disability discrimination continued as the most frequently alleged basis, accounting for more than 17,600 complaints (54.59%) in 2024. This continues a longstanding trend. These complaints are often driven by issues such as refusal to grant reasonable accommodations, physically inaccessible housing features, or refusals to modify policies for disabled tenants. Race, National Origin, Sex, and Retaliation Race, national origin, and sex were significant sources of complaints, accounting for 28% of all filings. Perhaps unsurprisingly, national origin complaints rose, which may reflect demographic shifts or emerging language access issues in communities across the country. Another striking development was the rise in retaliation complaints, which more than doubled. The National Fair Housing Alliance notes that many incidents that may have been coded as harassment in prior years are now being reported as retaliation. In addition, complaints based on familial status, color, and religion continue to appear, however, with much less frequency – accounting for (collectively) only 9% of all complaints. Locally Protected Classes: Rates Surging Interestingly, NFHA’s “Other” category accounted for 18% of all complaints filed in 2024, outpacing every other category except for disability. This “other” category comprises protected classes covered by state or local law (and not included among the seven federally protected classes). According to NFHA’s reporting, the other categories include (listed in order of prevalence of complaints): source of income, retaliation, age or student status, criminal background, victims of domestic violence, sexual orientation, gender identity/expression, marital status, military status, and immigration status/citizenship. This highlights the importance of housing providers closely tracking protected classes in their jurisdictions and ensuring compliance with state and local fair housing regulations. This is particularly true given that we are seeing enforcement handled overwhelmingly by private or local fair housing agencies and not by governmental agencies. Geographic Patterns Around 36% of complaints were filed on the West Coast and the Pacific Northwest (11,796 complaints in HUD Regions 9 & 10). Around 30% of complaints (approximately 9,920) originated out of HUD Regions 1-4 on the East Coast (e.g., Florida to Maine). The reminder arose out of the central United States. However, the vast majority of those complaints (over 63%) are from Region 5 (e.g., Ohio, Indiana, Illinois, Michigan, Wisconsin, and Minnesota). That leaves very few coming from HUD Regions 6, 7, and 8 (about 11% of the national complaints filed). While disability discrimination dominates across all regions, the geographic distribution of other complaint types reveals meaningful shifts. States such as California, Michigan, Oregon, and Pennsylvania saw some of the largest increases in national origin complaints. These regional trends may reflect demographic changes, linguistic barriers, tenant-screening practices, and varying state and local protections that interact with federal fair housing law. Enforcement Outcomes: What Drives Action? Although the report does not label any category as “most successful,” the types of complaints that most frequently lead to findings, charges, settlements, or other enforcement action continue to be: Disability-related cases, including failures to provide reasonable accommodations and accessibility violations Retaliation, which has become more visible and more frequently substantiated Appraisal discrimination, an emerging area where complaints rose among private organizations HUD and FHAP agencies together issued 471 “cause" determinations or charges in 2024. The DOJ filed 44 cases, including significant actions involving sexual harassment in housing, discriminatory zoning decisions, lending discrimination, and accessibility issues. Many of these resulted in substantial monetary relief and mandated policy changes. Which Housing Sectors Generate the Most Complaints? Rental housing continues to dwarf all other categories. In 2024, more than 27,000 complaints — over 83% of all fair housing complaints — stemmed from rental housing transactions. This category has dominated for years and continues to be the most common source of discrimination complaints. Sales, mortgage lending, homeowners insurance, and appraisals make up much smaller slices of activity. Still, certain areas are gaining attention, especially appraisal discrimination and complaints involving homeowners associations (HOAs) and condominium associations. Systemic Issues Identified in this Year’s Report Funding Instability In February 2025, HUD terminated 78 Fair Housing Initiatives Program (FHIP) grants — valued at more than $30 million in active funding — before litigation forced the agency to reverse course. Although some funding was reinstated, long-term consequences are likely if the enforcement system continues to lose capacity. High Monetary Costs The DOJ secured approximately $50 million in monetary relief during 2024. Cases included sexual harassment settlements, disability discrimination findings, zoning-related race discrimination, and accessibility violations. Several individual outcomes exceeded $500,000, and one settlement exceeded $38 million. Growing Backlogs Both HUD and FHAP agencies continue to struggle with “aged” cases — those pending for well beyond the 100-day timeline. By the end of 2024: HUD had more than 2,600 aged cases, and FHAP agencies had more than 8,100 aged cases. These delays leave tenants, property managers, and housing providers waiting months (or years) for resolution. Increasing Algorithmic and Technology-Driven Risks Artificial intelligence (AI) – powered systems — including tenant-screening software, dynamic pricing tools, and automated appraisal technologies — are introducing bases for discrimination complaints. Many of these tools operate as opaque, “black box” systems that housing providers may rely on without understanding potential fair housing implications. NFHA suggests that algorithmic discrimination may be one of the most serious emerging threats in the housing market. Bottom Line: What This Means for 2025 and Beyond The NFHA’s 2025 Trends Report delivers a clear message: fair housing enforcement mechanisms remain strained. For multifamily owners, managers, developers, and legal professionals, the implications are clear: Disability-based issues remain the most significant area of exposure National origin and retaliation complaints are rising and deserve attention Algorithmic tools used for tenant screening, pricing, and marketing should be carefully reviewed for compliance gaps Enforcement actions involving appraisals, HOAs, and accessibility will likely continue to grow Ultimately, this report underscores the ongoing need for proactive fair housing compliance, rigorous documentation, and thoughtful risk management as discrimination risks evolve in both traditional and technology-driven contexts.
January 21, 2026
Labor and Employment
The EEOC’s New Posture on DEI Under Chair Andrea Lucas: What Executives and Corporate Counsel Need to Know
The landscape of workplace civil rights enforcement is shifting — and fast. With Andrea Lucas now serving as Chair of the U.S. Equal Employment Opportunity Commission (EEOC), organizations should expect a markedly different approach to diversity, equity, and inclusion (DEI) initiatives. EEOC Chair Lucas has long expressed concerns that many DEI programs, as commonly implemented, cross the line into unlawful employment discrimination. Recent public statements and actions by the EEOC under her leadership make clear that this is no longer a theoretical stance — it is now an enforcement priority. A New Enforcement Philosophy: “Colorblind” Civil Rights Compliance Public reporting indicates that Lucas has consistently advocated for what she describes as a “colorblind” approach to civil rights enforcement, arguing that some DEI initiatives risk unlawful “reverse discrimination”. She has also emphasized heightened scrutiny of practices that classify or treat employees differently based on protected characteristics — even when the stated purpose is to advance diversity. This represents a significant departure from the more permissive posture many organizations have relied on in designing DEI programs over the past decade. Recent EEOC Actions Signal a Clear Direction In March 2025, the EEOC — under Lucas’s leadership as then-temporary Chair — sent letters to 20 major law firms requesting detailed information about their DEI related employment practices. The letters expressed concern that certain DEI programs may involve: Unlawful disparate treatment in hiring, promotion, or compensation Limiting or segregating employees based on protected traits Classifying employees in ways that could violate Title VII This is one of the most direct and public signals to date that the EEOC intends to scrutinize DEI programs not only in theory but in practice. Statements by EEOC Chair Andrea Lucas in Her Recent Reuters Interview Recent reporting from Reuters provides the most transparent window yet into Andrea Lucas’s enforcement philosophy and her expectations for corporate DEI programs. In her December 2025 interview with Reuters, Lucas made several notable statements that senior executives and corporate counsel should pay close attention to: DEI Programs Are Facing a “Reckoning” Lucas told Reuters that federal inquiries into corporate DEI programs are already underway and represent a “major shift in civil rights enforcement” under the current administration. A Shift Toward a More Conservative Interpretation of Civil Rights Law Lucas described her approach as “a more conservative view of civil rights,” emphasizing that the EEOC will prioritize cases involving discrimination against any protected group — including white men. This signals a significant pivot from prior enforcement patterns. Explicit Warning That DEI Programs Using Protected Traits May Be Unlawful According to Reuters reporting, Lucas warned that DEI initiatives that explicitly use race, sex, or other protected characteristics as “motivating factors” in employment decisions could violate Title VII and face enforcement action. Lucas expressed concern that many corporate DEI programs may cross the line into unlawful disparate treatment, even when the intent is remedial or inclusion‑focused. Enforcement Actions Are Already in Motion Lucas confirmed that the EEOC has already begun federal inquiries into corporate DEI practices, signaling that this is not merely a policy stance but an active enforcement priority. What This Means for Employers For senior executives and corporate legal counsel, the implications are significant. The EEOC’s new posture does not prohibit DEI efforts — but it greatly restricts the use of commonly implemented DEI efforts and does require a recalibration of how those efforts are structured, documented, and communicated. Key Risk Areas Organizations should pay particular attention to: Hiring or promotion goals tied to specific demographic categories. These may be interpreted as quotas or preferential treatment. Programs limited to certain protected groups. Even well‑intentioned initiatives (e.g., leadership programs for women or minorities) may be scrutinized for exclusionary effects. Use of demographic data in ways that influence employment decisions. Lucas has signaled concern about any practice that treats demographic characteristics as determinative factors. Supplier diversity requirements that impose demographic criteria. These may also fall within the scope of EEOC review. Strategic Steps for Organizations Executives and counsel should consider the following actions: Conduct a Privileged Audit of DEI Programs Review all DEI initiatives — hiring programs, mentorships, leadership pipelines, public statements, web pages, recruiting and marketing literature, supplier diversity, and training — to identify potential disparate‑treatment risks. Reframe DEI Around Compliance‑Safe Principles Focus on:Equal opportunity Barrier removal Inclusive culture Skills-based hiring Broad outreach and recruitment These approaches align with Title VII and avoid the pitfalls of demographic preferences. Ensure Documentation Reflects Legally Defensible Intent Policies, training materials, and internal communications should emphasize:Nondiscrimination Equal treatment Voluntary participation Business‑driven rationales Prepare for Potential EEOC Inquiries Given the agency’s recent outreach to law firms, other industries may be next. Organizations should be ready to respond quickly and accurately to information requests. The Bottom Line Andrea Lucas’s recent statements to Reuters confirm a decisive shift in the EEOC’s approach to DEI. The agency is moving from passive observation to active enforcement. Organizations that proactively align their DEI programs with Title VII’s equal‑treatment framework will be best positioned to mitigate regulatory and litigation risk.
January 20, 2026
Labor and Employment
Power, Proof, and Perception in the Blake Lively–Justin Baldoni Litigation
This blog provides an update on the ongoing litigation involving Blake Lively and Justin Baldoni. If the original blog explored how this case began, this chapter is about what it has become. Some lawsuits resolve disputes, and there are lawsuits that reveal systems. The litigation between Blake Lively and Justin Baldoni belongs squarely in the latter category. What began as a conflict arising out of the production of It Ends With Us has become a slow-moving but oddly illuminating seminar on how modern employment law operates when the workplace is glamorous, the parties are famous, and the stakes extend well beyond liability. At a distance, this case is often flattened into a familiar cultural shorthand. Two celebrities. Competing narratives. A public eager to assign heroes and villains before the pleadings have even settled. Up close, however, the litigation is far more interesting and far less cinematic. It is not about grand gestures or dramatic revelations. It is about burden shifting, evidentiary texture, and the unromantic mechanics of proving what the law actually requires rather than what public opinion might prefer. Lively’s claims are rooted in doctrinally orthodox territory. Hostile work environment and retaliation are not exotic causes of action, even in Hollywood. What complicates matters is not the legal framework but the context in which it must be applied. Film sets are workplaces that market intimacy, emotional exposure, and creative vulnerability as professional virtues. That does not exempt them from employment law, but it does make line-drawing more delicate. Conduct that might be clearly inappropriate in a corporate office can appear, at least superficially, normalized when wrapped in the language of art and collaboration. Juries are asked to navigate that ambiguity without losing sight of the legal question, which is not whether the environment was intense or uncomfortable, but whether it crossed a legally cognizable threshold. This is where the case becomes less about personalities and more about proof. Severity and pervasiveness are not abstract concepts. They are constructed through accumulation. Frequency. Context. Reaction. Silence or objection. Response or indifference. The text messages and communications that have emerged through discovery are legally interesting not because they are personal, but because they are contemporaneous. They are the breadcrumbs juries are trained to follow when reconstructing intent and impact long after the moment has passed. Baldoni’s defense strategy reflects a sophisticated understanding of those dynamics. His posture has not been limited to denial. Instead, it has focused on reframing. Recharacterizing interactions as misread. Suggesting that objections were unclear or retrospective. Implicitly arguing that what the plaintiff experienced as coercive or hostile was, in fact, part of a fraught but mutual creative process. This is not an argument that misconduct never occurs. It is an argument that ambiguity exists, and in civil litigation, ambiguity can be a powerful ally. The brief countersuit, though procedurally unsuccessful, fits neatly within that strategy. Its real value was never doctrinal. It was narrative. It signaled resistance rather than retreat and attempted to reposition reputational harm as a two-way street. Courts can dispatch weak claims with relative ease. Jurors, however, carry impressions with them long after motions are denied. Litigation is as much about what lingers as what survives. The retaliation component of the case may ultimately prove more consequential than the underlying harassment claims. Retaliation law is less concerned with tone and more with timing. It asks whether adverse consequences followed protected activity and whether those consequences can be explained without resort to post hoc rationalization. In industries where decisions are informal and documentation is sparse, that inquiry can quickly become uncomfortable. Silence, in these cases, is rarely neutral. Hovering over all of this is the court’s increasingly difficult task of managing relevance in an era of celebrity saturation. Discovery disputes over third-party anonymity and sealing are not merely procedural housekeeping. They reflect a more profound anxiety about what happens when litigation escapes the courtroom and becomes cultural content. The law presumes openness for good reason, but it was not designed for cases where relevance is routinely conflated with notoriety. Judges are left to perform a delicate balancing act while everyone else watches for entertainment. What makes this case compelling is not the promise of a dramatic verdict, but the way it exposes the friction between legal standards and human storytelling. Employment law is intentionally unsentimental. It reduces experience to elements and burdens and asks factfinders to be disciplined in their empathy. Celebrity culture, by contrast, thrives on immediacy, identification, and moral clarity. When the two collide, neither emerges entirely intact. By the time this case reaches a jury, if it does, much will already have been decided in quieter ways. In discovery conferences. In evidentiary rulings. In how jurors are primed to interpret ambiguity. And perhaps in how the industry itself recalibrates its tolerance for informality masquerading as creativity. This lawsuit will not end Hollywood’s reckoning with power or fix the uneasy relationship between art and accountability. The law is not built for that kind of closure. What it can do, and what this case is already doing, is force a conversation about what workplaces owe their employees, even when the workplace happens to come with a red carpet. What is perhaps most striking about this litigation is how little of it turns on dramatic moments and how much of it turns on endurance. Employment cases of this kind rarely win with a single revelation. They win through accumulation. Through patience. Through the unglamorous discipline of discovery, motion practice, and evidentiary framing. In that sense, the Blake Lively and Justin Baldoni case is an unusually pure illustration of how civil law actually functions when stripped of narrative shortcuts. The public tends to assume that credibility is something a party either has or lacks. Courts know better. Credibility is constructed incrementally through consistency, corroboration, and the absence of convenient revision. It is shaped as much by what parties do when no one is watching as by what they say once litigation begins. That is why contemporaneous documentation looms so large here, and why informal industries often find themselves at a disadvantage once formality is imposed retroactively by a lawsuit. Film production culture has long relied on trust, improvisation, and professional intimacy as operating norms. Those norms are not inherently unlawful, but they are legally fragile. They assume good faith, mutual understanding, and aligned incentives. Litigation, by contrast, assumes none of those things. It assumes conflict, misinterpretation, and self-interest. When a dispute moves from the set to the courtroom, the cultural currency of collaboration is abruptly converted into the legal currency of proof. Not all industries make that exchange gracefully. This case also illustrates the quiet but significant role of institutions that never appear in the caption. Insurers, production companies, distributors, and financiers are watching closely, not for moral lessons but for risk signals. They are asking whether existing safeguards are sufficient, whether reporting mechanisms function in practice, and whether informal authority structures create exposure that contracts alone cannot neutralize. These are not abstract questions. They affect underwriting decisions, contractual provisions, and the degree of oversight studios are willing to impose on creative leads who have historically operated with broad discretion. There is, too, a cautionary tale here about the limits of reputational self-help through litigation. Aggressive narrative counteroffensives may satisfy an immediate impulse to respond, but they also lengthen disputes and deepen entanglement. The longer litigation persists, the less control any party has over how they are perceived. The law does not reward eloquence. It rewards coherence. And it is remarkably indifferent to whether a party feels misunderstood. For lawyers, this case is a reminder that celebrity does not simplify litigation. It complicates it. Famous clients are scrutinized differently by jurors, judges, and adversaries alike. Their communications are read with suspicion. Their motives are interrogated. Their silence is rarely interpreted as restraint. Representing them requires not just technical competence but also strategic restraint and a tolerance for ambiguity, which can be difficult to maintain under public pressure. For workplaces, particularly creative ones, the lesson is not that informality must disappear, but that it must be bounded. Clarity, documentation, and meaningful response mechanisms are not bureaucratic intrusions. They are legal insulation. They protect not only employees but also leadership by ensuring that disputes are addressed early, internally, and with a record that reflects intent rather than reconstruction. And for observers tempted to treat this case as entertainment, it offers a quieter but more durable insight. The law is not a referendum on character. It is a method for resolving disputes under conditions of uncertainty. It does not promise catharsis. It promises a process. When we mistake one for the other, we misunderstand both. As this case continues its methodical progress toward trial, it will likely generate more headlines, more commentary, and more attempts to distill it into a morality play. That impulse is understandable. It is also misleading. The real work of this litigation is happening in places that do not trend. In conference rooms. In discovery disputes. In evidentiary rulings that shape what a jury will ultimately be allowed to hear. That is where outcomes are decided. Quietly. Incrementally. Without a soundtrack. Again, while the original blog examined the origins of this case, this chapter focuses on how the matter has evolved and what it has now become. Not a scandal, but a study. Not a spectacle, but a process. And for anyone interested in how the law actually mediates power, creativity, and accountability, it is a study worth paying attention to.
January 16, 2026
Family Law
New York Medical Aid in Dying Will Become Law After Decade-Long Debate
After more than a decade of legislative debate, New York is poised to join a growing number of jurisdictions recognizing a terminally ill patient’s right to medical aid in dying. Governor Kathy Hochul recently reached an agreement with the New York State Senate on the Medical Aid in Dying Act (“MAID”), clearing the final obstacles to enactment. The bill, which had already passed the Assembly following a lengthy and emotional debate, will be signed into law later this month with agreed-upon amendments and will take effect six months after signing. Once implemented, New York will become the eleventh U.S. state, along with the District of Columbia, to codify medical aid in dying for eligible terminally ill adults. Overview of the Medical Aid in Dying Act The MAID Act permits mentally competent adults diagnosed with a terminal illness and a prognosis of six months or less to receive a prescription for life-ending medication. Eligibility is conditioned on strict procedural safeguards designed to ensure voluntariness, capacity, and the absence of coercion. A qualifying patient must personally request medical aid in dying both in writing and orally. Two physicians must independently confirm the terminal diagnosis, prognosis, and the patient’s capacity to make an informed decision. While terminal diagnosis and prognosis are generally clinical determinations, assessments of capacity have historically been among the most contested issues in New York health care and elder law. The law also requires that the request be witnessed by two individuals. Certain parties are expressly prohibited from serving as witnesses, including relatives, individuals entitled to inherit from the patient, health care facility employees, treating physicians, and the patient’s health care proxy or agent under a power of attorney. Additional Guardrails Agreed Upon by the Governor and Legislature As originally passed, the MAID Act included multiple protections for patients and health care providers, including provisions ensuring that participation is voluntary for both physicians and religiously affiliated institutions. As part of the Governor’s agreement with legislative leadership, a series of additional guardrails will be enacted to further safeguard patient autonomy and ensure responsible implementation. These additional protections include a mandatory five-day waiting period between the issuance and filling of a prescription for life-ending medication and a requirement that a patient’s oral request be recorded by video or audio. The agreement also mandates a mental health evaluation by a licensed psychologist or psychiatrist for all patients seeking medical aid in dying. To further guard against undue influence, the law will prohibit anyone who may benefit financially from a patient’s death from serving as a witness or interpreter to the oral request. Medical aid in dying will be limited to New York residents, and the initial physician evaluation must be conducted in person. Religiously oriented home hospice providers will be permitted to opt out of offering medical aid in dying altogether. The agreement also clarifies enforcement, specifying that violations of the statute constitute professional misconduct under the New York Education Law. The six-month delayed effective date is intended to give the Department of Health time to promulgate implementing regulations and allow healthcare facilities to develop compliant policies, procedures, and staff training. Implications and Ongoing Debate Supporters of the MAID Act argue that it provides a compassionate option for terminally ill individuals seeking autonomy and dignity at the end of life. Advocacy organizations point to polling indicating broad public support among New Yorkers. Opponents, including certain religious and disability rights groups, continue to raise concerns about potential pressure on vulnerable populations and the broader ethical implications of physician-assisted death. Although enactment of the MAID Act represents a significant shift in New York law, it is unlikely to settle the debate. Questions surrounding end-of-life decision-making, professional responsibility, and the role of government in matters of life and death will continue to evolve as the law is implemented and tested in practice.
January 16, 2026
Labor and Employment
Cannabis in the Workplace: From Stigma to Acceptance
The recent federal policy shift, marked by Executive Order 14370: Increasing Medical Marijuana and Cannabidiol Research, reflects not only a legal development but also a broader cultural transformation. Cannabis is increasingly viewed less as a dangerous narcotic and more like alcohol — a substance that, while legal in many contexts, still requires responsible use. This evolving perception influences employee attitudes and expectations, making it critical for employers to reassess how they approach cannabis in the workplace. While cannabis remains classified as illegal under federal law, many employer obligations are driven by state and local law, where legalization and employee protections continue to develop. For employers not subject to federal contractor requirements or safety-sensitive regulations, the challenge lies in addressing impairment without overreaching into lawful off-duty conduct. This is where the alcohol analogy becomes especially useful. Most organizations do not prohibit employees from having a glass of wine at home; they prohibit being intoxicated at work. A similar framework can apply to cannabis. Rather than banning all use, employers can focus on what truly matters: performance, safety, and productivity. Policies can prohibit use during work hours, impairment on the job, and conduct that compromises workplace safety, while respecting employees’ lawful off-duty choices. However, employees should understand that while cannabis may be legal and more socially accepted, being impaired at work is never acceptable. Employers should review their drug and alcohol policies to ensure they reflect both legal requirements and company values. Consider whether a zero-tolerance approach aligns with your operational needs, or whether a policy modeled on alcohol use – prohibiting on-duty use and impairment – makes more sense. Managers should be trained to recognize signs of impairment and respond consistently and objectively. Because cannabis laws vary widely by jurisdiction, consulting legal counsel before implementing changes remains essential. Thoughtful policy design allows employers to manage risk effectively while acknowledging the reality of a rapidly changing legal and cultural landscape.
January 15, 2026
Real Estate
Delaware Real Estate Closings: Why Delaware Attorneys Are Always Required
Contrary to just about every jurisdiction in the country, all real estate settlements for real property located within the State of Delaware must be performed by a Delaware-licensed attorney. The Delaware Supreme Court has determined that nearly all aspects of a real estate transaction constitute as the practice of law. Therefore, every real estate settlement — whether residential or commercial, purchase or refinance — must be conducted by a Delaware-licensed attorney. Anyone not a Delaware-licensed attorney performing these services is engaging in the unauthorized practice of law and is subject to sanctions. The practice of law, as defined in Delaware, “occurs where there is an exercise of judgment on a legal matter by someone acting in a representative capacity.” Delaware State Bar Association v. Alexander, Del. Supr., 386 A.2d 652, 661 (Del.), cert. denied, 439 U.S. 808 (1978). The basis for Delaware attorneys’ requirement to perform all real estate settlements derives from the case of In the Matter of: Mid-Atlantic Settlement Servs., et al. 755 A. 2d 389 (Del. 2000) (commonly referred to as “Mid-Atlantic). On September 22, 2006, the Supreme Court of Delaware approved the report and recommendations of the Delaware Board on Professional Responsibility, which determined as follows: An attorney licensed to practice law in Delaware is required to conduct a closing of a sale of Delaware real property. An attorney licensed to practice law in Delaware is required to conduct a closing of a refinancing loan secured by Delaware real property. An attorney licensed to practice law in Delaware is required to be involved in a direct or supervisory capacity in drafting or reviewing all documents affecting transfer of title to Delaware real property or where Delaware real property is used as security for the repayment of a debt or the performance of an obligation, with the exception of home equity loans in which the lender is acting in a pro se capacity and no evaluation of exceptions to title is required. The participation of an attorney licensed to practice law in Delaware is necessary in evaluating the legal rights and obligations of the parties, representing the buyer in examining the title and removing exceptions to the title, supervising the disbursement of funds, and responding to questions concerning the legal effect of documents and ramifications of a transaction by which title to Delaware real property is transferred or where Delaware real property is used as security for the repayment of a debt or the performance of an obligation, with the exception of home equity loans in which the lender is acting, in a pro se capacity and no evaluation of exceptions to title is required. Subsequent to Mid-Atlantic, the question arose whether Delaware attorneys could perform “witness only” closings, in which the Delaware attorney was present for the signing of the documents and to answer questions, while the rest of the transaction was performed by non-lawyers. The main issue is whether attorneys are required to perform disbursements. On September 22, 2006, the Supreme Court of Delaware approved the report and recommendations of the Delaware Board on Professional Responsibility, finding that attorneys must directly supervise the disbursement of funds from real estate transactions pursuant to Rule 1.15(A) trust accounts. According to the report, attorneys who allow title companies or other third parties to disburse settlement funds are engaging in the unauthorized practice of law and could face sanctions.
January 15, 2026
Construction
Practical Steps to Take When a Schedule or Time Impact Dispute Arises
Construction projects are frequently delayed and take longer than originally anticipated. When a project is delayed, claims often arise for liquidated damages, delays, disruptions, and cost overages. Here are a few practical considerations for where to start when organizing your time impact dispute. Start with the Schedule Often, litigants immediately send threatening letters regarding costs, claims, losses, blame, etc.; however, it is best to start with a clear understanding of the delay as shown on the schedule. To do so, your project manager, attorney, and any expert consultant should start by reviewing key, fundamental information. Was there a written contract with a completion date or milestone deadlines? Were those deadlines extended by already approved change orders or extensions of time? Did the contract have a baseline schedule? Was the project schedule updated throughout the project? Were there updated as-built schedules (showing the work durations, as actually performed), as well as updated projected schedules for the work yet to be completed? Are the schedules available in the native software format? Are there accompanying schedule narratives? An initial analysis should start with a clear understanding of the schedule itself. Establish why the Project was Delayed Alongside the schedule for as-built and projected work, it is necessary to understand what events, incidents, acts, or omissions are the supposed causes of the delay. Frequently, claimants will identify a list of issues or problems on the project and assert that these caused the delays. That’s a good start. But even better: You should be able to identify a list of time-impact events (incidents, acts, or omissions) that are the cause of the delay. And for each event, identify how and to what duration/extent it impacted the critical path of the work. Additionally, for each event there should be proof. Text messages and emails are typically very burdensome, inefficient, and sometimes inadequate to show the event. For example, if your work is delayed because a separate trade’s predecessor work is incomplete (or incorrect), it is best to have more documentation than an email. There should be documentation showing the origin, investigation, remedial action, and conclusion of the incident. There should be photographs, daily logs, meeting minutes, RFIs, redesign, and/or change order proposals. For each event, you should be able to present a narrative and supporting proof that concisely explains what the event was and how it impacted the critical path for the work. Establish that Notice of the Event was Issued, and Progress it to a Formal Claim if Necessary Typically, the contract documents differentiate notice of the event as different than a formal claim. Notice of the event is for the purpose of addressing the issue. This serves both a legal purpose, as well as a construction purpose— to keep the project moving forward. Most contract documents will require notice to be given with reasonable promptness. This should be a documented written notice, which might accompany an RFI or other documentation, such as a change order proposal. Recognize that notice of the issue should clarify what the issue is, and if you believe it will cause additional costs or time. If you only request additional costs or additional time, but not both, you may be waiving your right to full relief. Generally, after the notice of the event has been issued, if the matter has not been resolved through some other means, it is best practice to issue a formal request for equitable adjustment, change order, or invoice, seeking the remedy of additional time, money, or both. It is important to track costs and delays with precision so that your requested relief is specific, reasonable, and supported by the evidence. If you fail to submit the REA/CO, then, it may be more difficult to obtain relief. Most contracts have deadlines for submitting such requests, and, further, most project players are unimpressed with end-of-project REA/CO, because it is preferred to address these issues while the item is pending and immediate. Most contract documents will then have a “claims process” for transitioning the proposed or rejected REA/CO to a formal claim. When consulting with your attorney or expert, the quantifications (and supporting proof) for the requested time or compensation should be organized to facilitate the most efficient approach to claims handling. To summarize: Start with clear, organized documentation of the project schedule and deadlines Prepare organized explanations and proof of the time impact events Accurately quantify the impact with supporting proof so that the requested time and compensation are based on credible data/evidence Promptly notice the time impact issue, the request for relief and, if the request is rejected, the claim When handling time impact issues on a project, whether that be delays, disruptions, liquidated damages, or related cost overages, it is best to consult with your attorney and experts. By properly organizing, supporting, and noticing requests/claims, the preference is to reach amicable resolutions without the need for lengthy claims processes or litigation. This article also appears in the January 2026 edition of the Spokesman, a publication of ABC Keystone.
January 14, 2026
Family Law
Penalty Clauses in Prenuptial Agreements: Lessons from the Reported “Cocaine Clause”
Prenuptial agreements have long evolved beyond simple asset division roadmaps. Modern prenups address conduct during marriage, incorporating so-called “penalty” or “incentive” provisions that attach financial consequences to specific behaviors. While these clauses can be powerful planning tools, they also sit at the intersection of contract law, family law, and public policy — an intersection that courts carefully scrutinize. Frequently, penalty or incentive clauses find their way into celebrity prenuptial agreement. Keith Urban is an Australian-American country music performer who has won four Grammys and 15 Academy of Country Music Awards. Nicole Kidman is an Australian-American actress and producer. The couple was married on 25 June 2006 at Cardinal Cerretti Memorial Chapel on the grounds of St Patrick’s Estate, Manly, in Sydney. They have two daughters. Various news outlets are reporting that Keith and Nicole negotiated an extensive, detailed prenuptial agreement before getting married. Interestingly, it appears that one clause of the prenuptial agreement provided a monetary reward to Keith if he maintained his sobriety. Per sources, Keith was to abstain from alcohol and other drugs, including cocaine, and would earn $600,000 per year for doing so. Considering Keith has reportedly been sober since 2006, he could be in line to receive more than $11 million as a result of the alleged prenuptial agreement clause. Penalty clauses in prenuptial agreements generally impose financial consequences if one spouse engages in specified conduct during the marriage. These provisions may be framed negatively (a reduction or forfeiture of benefits upon breach) or positively (financial incentives for compliance.) Common subjects include infidelity, substance abuse, gambling, or other addictive behaviors, and failure to pursue agreed-upon education or employment goals. Other not so common subjects include weight gain, boundaries on family visits— even going so far as to ban specific relatives from making appearances—regulating social media behaviors, clauses protecting pets and money available for their support. A creative mind can find a penalty for the gambit of behaviors. In theory, these clauses allow parties to align financial outcomes with shared values or risk management goals. However, in practice, enforceability is far from guaranteed. Courts typically analyze prenuptial agreements under contract principles, tempered by heightened scrutiny due to the marital context. Penalty clauses raise particular concerns: Public Policy Courts are reluctant to enforce provisions that appear to regulate personal behavior in a way that undermines the marital relationship or encourages divorce. A clause that functions as a punishment rather than a reasonable allocation of risk may be deemed void as against public policy. Fault-Based Restrictions Many jurisdictions have moved away from fault-based divorce regimes. Provisions that effectively reintroduce fault — by attaching severe financial penalties to personal misconduct — may be disfavored. Vagueness and Proof Problems Behavioral clauses often hinge on subjective or difficult-to-prove conduct. What constitutes “use,” “relapse,” or “impairment”? Who bears the burden of proof? Ambiguity can render a clause unenforceable. Unconscionability at Enforcement Even if a clause was reasonable at the time of signing, courts may examine whether enforcement at divorce would be unconscionable given the parties’ circumstances at that time. Whether or not the reported clause would ultimately be enforced, it serves as a useful illustration of how parties attempt to balance compassion, risk allocation, and financial certainty. For practitioners and clients considering penalty clauses in prenups, several best practices emerge: Frame provisions as incentives or risk allocation, not punishment Define conduct precisely and address evidentiary standards Ensure proportionality between the conduct and the financial consequence Confirm full disclosure and independent counsel for both parties Revisit public policy considerations in the relevant jurisdiction Penalty clauses in prenuptial agreements occupy legally sensitive territory. While high-profile examples like the reported Urban–Kidman provision capture public attention, their real value lies in what they teach about careful drafting and realistic expectations. Prenuptial agreements are strongest when they anticipate future uncertainty without attempting to police the marriage itself — a balance that remains as delicate as it is essential. Stay tuned for what interesting penalties may find their way into the potential and highly probable Taylor Swift and Travis Kelce prenuptial agreement.
January 13, 2026
Trademark and Copyright
Embedded Videos — Fair Use or Infringement? What the Latest Court Decision Means for Publishers
In early December 2025, the Southern District of New York issued a decision in Level 12 Productions, LLC v. Mediaite, LLC. The holding highlights a growing risk for publishers and businesses that use embedded social media content in their online publications – a widely used practice among a multitude of media companies. This case concerns two videos created by journalist Brendan Gutenschwager, both of which are owned by Plaintiff Level 12 Productions. Defendant Mediaite embedded these videos in articles without obtaining licenses from the plaintiff. The first video showed an anti-immigration rally outside New York City’s Gracie Mansion; the second captured celebrity couple Chrissy Teigen and John Legend walking through a protest at a White House Correspondents’ Dinner. Mediaite’s use of the latter video also included commentary by pundit Megyn Kelly during the playing of the video. Both videos were registered with the U.S. Copyright Office. Mediaite argued that its embedding of these videos did not constitute infringement under the Ninth Circuit’s “server test” and claimed its use was fair use. The Ninth Circuit’s “server test” doctrine holds that a website does not infringe when it embeds protected material hosted on a third-party server, because the site never creates or stores a copy of the work. Instead, a user’s browser is merely directed to retrieve it from its original source. In other words, embedded video is considered to be equivalent to linking to a source rather than a public display as defined by the Copyright Act. The Second Circuit has previously declined to adopt the Ninth Circuit’s server test in prior disputes involving similar uses of embedded video. Judge Vargas followed the Second Circuit’s precedent, rejecting the server test and reaffirming that embedded video constitutes a public display under 17 U.S.C. § 101 even if the content itself is hosted on a third-party server. Regarding fair use, the court reached different conclusions for the two videos. In video one, the court did not overturn the lower court’s holding, which found no fair use. For video two, however, the court held that Mediaite’s use was fair, since Mediaite embedded the copyright-protected video in a manner featuring Megyn Kelly’s commentary on the same, and thus the copyright-protected material was effectively transformed. The fact that media publishers cannot rely on the Ninth Circuit’s server test in the Second Circuit, while not surprising, remains significant, as it limits publishers’ ability to embed media in online publications without a license. On the other hand, this holding does little to affect either Circuit’s application of highly contextual fair use analyses. Courts will still look for a transformative purpose to establish that a use is fair. For publishers and media outlets, the takeaway is clear: audit your embedding practices and treat embedded social media content as you would any other copyrighted material. When in doubt, secure a license, especially if the embedded content is central to your story but not the subject of commentary.
January 9, 2026
Labor and Employment
The Post-Holiday Reset: Re-Establishing Communication and Availability Norms
The weeks following the holidays often bring a familiar feeling: full inboxes, overlapping priorities, and a sudden return to urgency after a brief pause. During the holiday season, many teams naturally loosen expectations around response times and availability. The challenge in January is not simply returning to work, but resetting clear and healthy norms before old habits (or unhealthy ones) take hold again. In today’s hybrid and remote work environments, boundaries around communication are rarely self-correcting. Without intentional reset moments, employees may assume they are expected to remain as available as they were during peak periods, even when that level of responsiveness is no longer necessary or sustainable. The post-holiday return provides a rare opportunity to recalibrate. One of the most common sources of confusion is silence. When organizations do not explicitly restate expectations, employees are left to infer them based on behavior. A single late-night email or weekend message can unintentionally signal that immediate responses are once again required. Over time, these small signals shape norms that are difficult to unwind. Re-establishing healthy expectations starts with clarity. Teams benefit from shared understanding around what constitutes urgent communication versus what can wait. Not every message needs an instant reply, yet modern tools make everything feel immediate. Resetting norms means reinforcing that responsiveness should be purposeful, not constant. Manager behavior plays an outsized role in this process. Employees tend to mirror what they see, not what they are told. If leaders resume sending messages at all hours or praising rapid responses, boundaries quickly erode. Conversely, when leaders model reasonable response times and respect off-hours, those practices spread organically across teams. It is also important to acknowledge that flexibility cuts both ways. Many employees value the autonomy to step away during the day or adjust schedules as needed. That flexibility works best when paired with mutual respect for personal time. Resetting expectations is not about reducing productivity; it is about ensuring that availability aligns with actual business needs rather than habit or inertia. January is also an ideal time to address roles that genuinely require extended availability. Rather than allowing informal expectations to creep back in, organizations should be intentional about when and why off-hours communication is necessary. Clear parameters reduce frustration and help employees understand when responsiveness truly matters. Healthy communication norms do more than protect work-life balance. They improve focus, reduce burnout, and enhance collaboration. When employees are not operating in a constant state of interruption, the quality of work and decision-making improves. As teams settle back into routine after the holidays, the question is not how quickly everyone can return to being “always on.” The better question is: which norms will support sustainable performance throughout the year? A thoughtful reset now can prevent misunderstandings, protect morale, and set a tone that lasts well beyond the first quarter.
January 7, 2026
Mergers and Acquisitions
Preparing for a Sale in 2026: What Retiring Business Owners Need to Know
As we begin 2026, we find ourselves right in the middle of “Peak 65,” the period of time between 2024 and 2027 when approximately 4.1 million Americans will turn 65 each year. Also known as the “gray tsunami,” this powerful demographic shift has profound implications for closely held and family-owned businesses. For many of these business owners finding themselves at retirement age, 2026 will be a pivotal year, particularly for those who want to exit on their own terms through a sale. We previously examined this issue in 2025, but as the next round of business owners look at a potential sale in 2026, it’s time to revisit the issue and some of the specific considerations for sellers this year. Market Timing and Buyer Behavior In 2026, buyers are still disciplined. They will pay for quality, predictability, and growth, but they will penalize uncertainty. This means it is important to position the business as “recession-resilient,” showing recurring revenue, diversified customers, and stable margins. Sellers should also avoid sending a signal of urgency. Many buyers view a retirement-driven sale as a “must sell.” This can weaken the leverage on the seller’s side. In 2026, sellers should also anticipate longer diligence and tougher deal terms, especially if your house is not in order. Financial Readiness Having strong, clean financials is the single biggest value driver. 2026 buyers are going to heavily scrutinize everything from the last 24-36 months of financials to working capital trends to cash flow vs. EBITDA. This means it is important that your financials tell a clean story. Look carefully at issues such as owner compensation, what family is on the payroll, personal expenses, and one-time expenses. Remember that buyers will discount anything that is unclear or that you must overly explain. If it takes more than 30 seconds to explain an adjustment, you can likely expect pushback. Owner Dependence and Transition It is important to understand that buyers are not buying you. They want to buy a business that works without you. They will be looking for red flags such as too much control over key customer relationships or pricing, hiring or spending. If the owner is the only one who really “knows how things work,” it doesn’t instill confidence in the future of the business. Make sure you are delegating customer relationships, creating formal processes for pricing, approvals, and reporting, and identifying or elevating a second in charge or leadership team that can carry the torch moving forward. You should also document key processes and procedures so that there is a clear roadmap once you exit. Deal Terms In 2026, deal terms are going to be just as important as the headline price. Many sellers are focused just on the price, but they will regret the deal terms down the road. This year, buyers will be focused on terms such as earnouts tied to performance, seller notes, escrows and indemnity exposure, and post-closure employment or consulting obligations. Before you decide to sell, you must determine how long you are willing to stay involved, as well as what level of risk you’re willing to tolerate after the close. Are you looking for certainty or are you looking for upside? The more clarity you have on these issues going into negotiations, the less likely you are to make an emotional decision you will regret later. Family Dynamics One often overlooked issue that sellers do not consider is the dynamics of the family within the business. Emotional risk is viewed as financial risk, and this can be tricky when a family business comes up for sale. Do you intend for any children or relatives to stay on with the business? Is everyone aligned on value and timing? And what kind of family perks are embedded in the business? All of these are vital questions to answer well ahead of a sale. 2026 buyers will move away from uncertainty around family involvement or adjust the price accordingly. Looking Ahead For retiring business owners, selling a company is one of the most consequential transactions of their lives. In the context of the gray tsunami and an increasingly active middle-market M&A environment, 2026 is filled with opportunities as well as risks. With thoughtful preparation, it is possible not only to maximize value, but also to protect the legacy built over decades and transition into the next chapter on favorable terms.
January 6, 2026
M&A Nuggets
M&A Nugget: A Failed Transaction is Not the End — It is the Beginning of M&A Success
Many business owners have experienced a failed transaction. After devoting months, if not years, and extraordinary amounts of time, resources, and money to complete a business sale, the acquirer backs out. The reasons vary from external forces (general market or industry conditions) to seller’s internal issues (usually operational or financial challenges) to substantial due diligence items that raise the risk level for the acquirer (such as a large unanticipated liability, tax debt, or technology debt) to a change in the acquirer’s business direction. Although a termination of a transaction by an acquirer is disappointing, it can also present an opportunity to the business owner. The failure of a transaction should lead the business owner to examine the reasons for the acquirer backout and address them diligently and continuously. For example, one common internal factor leading to a buyer backout is an inadequate sales team, resulting in lower than expected revenues, or an insufficient EBITDA. Like a major league baseball team that makes a sizeable investment by signing a free agent, investing in an upgrade in the sales team can provide an ultimate payoff multiple times the investment. If an acquirer backout is a result of risky due diligence items that arose, steps should be taken to address them, for instance, by implementing more robust risk management policies and procedures. The fact is that many sellers left standing at the altar by their purchaser ultimately engage in a very successful transaction. Two specific experiences I have had in this regard are (1) a seller whose purchaser backed out in early 2020 because of lower than hoped for EBITDA projections, the seller then doubling down its efforts to increase sales and EBITDA with a resulting transaction three years later with the same purchaser for a purchase price 40% higher than the proposed 2020 purchase price; and (2) a seller’s potential acquirer backed out of a $100,000,000 purchase in 2022, leading to the seller redoubling its efforts to increase sales and EBITDA, with an ultimate sale only one year later for an enterprise value of $160,000,000. The lesson here is that in the M&A world, as in life, a failure can lead to great success.
January 6, 2026
Construction
Will New Rules Kill Mid-Level Construction in NYC?
In politics, in building, in personal goods, and in anything else, for years now I’ve been asking the same question…how is that going to be paid for? New government programs sound great if the funds are available, but if they will require raising taxes, in my lifetime, it has been a nonstarter. My kid wants a drone for Christmas, but I can’t afford it. And for builders and contractors, new legislation has led to another step in the direction of development being just too darn expensive. RPAPL 881 was amended and recently signed into law by New York Governor Hochul, and it contains provisions that will drive development costs even higher. In my opinion, amendments will either cause or contribute to pricing the small and medium size players out of the market, thereby impacting all construction projects other than the very, very biggest. Anecdotally, New York buildings have been turning over beautifully at all economies of scale. Many tenements of old have been replaced by new, more modern low and medium rises and other types of buildings. The city now has a vibrant new look, and I don’t just mean the skyscrapers. I would hate to see that stunted. The principle behind amending RPAPL 881 was a good one, to make an extraordinarily ambiguous statute more specific. Its aim was to provide guidance and to manage everyone’s expectations. However, in my reading of the final language, even though the governor has requested amendments, the bill primarily opens new cans of worms rather than closing them. For instance, there’s expanded consideration of the occupants of multiple dwellings. Under the old law, developers typically only dealt with neighboring boards and building owners. Now they are going to have to deal with the tenants and occupants, too. Litigation is going to be untenable insofar as requiring joinder of numerous parties, to effectuate service on that expanded number of people, and to engage with many more parties in the litigation process. Negotiations will be just as onerous. Agreements will have to specifically consider the needs and wants of everyone affected down to the individual. Each individual in a building will have expanded standing and a larger seat at the table to assert their own priorities. In addition, the new bill provides for the potential of a license fee for a reduction in value of a neighboring property. This will impact costs across multiple areas. In litigation, it will require expanded expert testimony and fact-finding, and in a negotiation context, practitioners will be seeking fees higher than what was previously available on this basis. In my humble opinion, the largest problem with this bill, actually benefits the developer over the neighbor. I read the legislation as having a private takings clause. The new bill permits a court to grant a developer the right to underpin the adjoining property. If you understand what underpinning is, you will know that this inclusion constitutes a permanent takings clause that does not have to involve any government. Eminent domain in a private context, is not permissible. Only governments may seize property from others on a permanent basis, and even in those cases they must provide fair market value (which, if implemented, would be an additional cost to the developer) as a result, I believe this provision to be unconstitutional. In this world where insurance costs for New York development are through the roof, or strict liability should cause any developer to look over their shoulder, anything that further drives up development costs, in my opinion, is going to kill mid to low-level development. Jobs that are under $5 million, those jobs that the big guys don’t want to do, the risk will simply be too high for the medium and smaller players. I fear that aside from the ivory towers, the buildings in NYC will be left to crumble. There will be too few willing to take the risk due to ever escalating costs. The underpinning rule is at least one portion of the bill that I believe to be unconstitutional, so if that can be attacked, perhaps they will go back to the drawing board and start again. **The impressions contained herein are the impressions and interpretations of the author based upon review of the new statutory language, synthesized with existing law; not on any updated decisional authority.
December 30, 2025
Bankruptcy
2025 WRAPPED
2025 is nearly in the books, but before we turn the page, we’re taking a step back to reflect on some overlooked lessons from the bankruptcy courts. We’ve combed through the year’s rulings and selected three cases that merit a closer look, along with practical takeaways you can apply going forward. Bankruptcy Remote Structures, In re 301 W N. Ave., LLC, 666 B.R. 583 (Bankr. N.D. Ill. 2025) 301 W North Avenue, LLC is a Delaware limited liability company. Its primary asset is a mixed-use real estate development known as the North Park Pointe Apartments, located at 301 West North Avenue in Chicago, Illinois (“301 West North Property”). The debtor borrowed $26 million secured by the 301 West North Property. The lender required the debtor to be a bankruptcy-remote entity and to have an independent director. The independent director was sourced through CT Corporation Staffing, Inc. (“CTCS”). As part of the financing, the debtor entered into a limited liability company agreement (the “LLC Agreement”) and appointed the independent manager identified by CTCS. The LLC Agreement governed the duties of the managers and the actions requiring the manager’s consent, including the filing of a bankruptcy petition. 301 W. North Avenue LLC ultimately defaulted on the loan and filed for bankruptcy without the consent of an independent manager. The debtor asserted that the consent was not necessary because lender-mandated terms imposed constituted provisions eliminating its right to file bankruptcy, and as such, violated public policy and unenforceable. In its analysis of whether the filing was properly authorized, the Court ruled that the LLC Agreement and appointment of the independent director were enforceable. In 301 W North Avenue, the debtor’s LLC agreement required unanimous consent of the managers, including the independent manager, to file for bankruptcy. The independent manager was neither consulted nor consented. The court dismissed the case: no authority, no case. At the same time, the court distinguished disfavored “golden share” vetoes held by creditors, considered void as against public policy, from fiduciary-based consent structures, which are enforceable when drafted to protect the entity and its stakeholders — not just the lender. Takeaway: If a lender has the right to appoint an independent director for a limited liability company, and the operating agreement creates a structure in which a director’s fiduciary duties are respected and that complies with applicable statutes, the agreement is enforceable. Treatment of SAFEs In Bankruptcy Proceedings, In re Rhodium Encore, 2025 WL 2501132 (Bkrtcy.S.D.Tex.) SAFEs (Simple Agreement for Future Equity) are financial instruments commonly used in startup financing as an alternative to convertible notes. In a first reported decision, the Bankruptcy Court for the Southern District of Texas found that SAFE notes in that case gave their holders not a mere equity interest but a contingent claim, and they could recover ahead of common stockholders. The Court emphasized that the contractual language mandated this outcome and followed Delaware’s objective theory of contracts, i.e., a contract's construction should be that which an objective, reasonable third party would understand. The SAFEs were not shares of stock but contracts that required the company to return the purchase price received from SAFE holders upon certain triggering events. This right to payment contingent on future events fits the Bankruptcy Code definition of a “claim” under 11 U.S.C. § 101(5)(A). The notes also explicitly created a liquidation priority for cash-out amounts. The relevant provision stated that the cash-out amount was junior to creditor claims but senior to common stock. Takeaway: If your SAFE has cash out on dissolution/liquidity, you likely hold a contingent claim that ranks ahead of common but behind creditors. When drafting a SAFE note, if the economic deal is equity-only risk, remove cash-out rights, or subordinate expressly to common; if investor protection is essential, state the cash-out priority unambiguously and ensure charter and cap table modeling reflect it. SPAC Redemptions, In re Indus. Hum. Cap., Inc., No. 23-11014-LMI, 2025 WL 3534176, at *1 (Bankr. S.D. Fla. Dec. 9, 2025) The court addressed whether funds held in a SPAC trust account were property of the bankruptcy estate. Industrial Human Capital (“IHC”), a SPAC[1], raised $116.7 million in its IPO and deposited the proceeds into a trust account managed by Continental Stock Transfer & Trust Company (“CSTTC”) under a Trust Agreement. The Trust Agreement provided for CSTTC to manage, supervise, and administer the Trust Account. Although the parties to the Trust Agreement are IHC andCSTTC, the named beneficiaries of the Trust Agreement are IHC and the purchasers of the shares issued through the IPO, identified as the “Public Stockholders.” IHC did not find suitable acquisition targets, and investors asked for redemption, which the company made. Against the advice of counsel that payment to creditors should be made first, IHC CEO authorized CSTTC to release the funds to investors. Then, creditors put the company in an involuntary Chapter 7 proceeding, and a trustee was appointed. The trustee filed lawsuits to claw back the payments. Although the agreement named the public stockholders as beneficiaries, the court emphasized that the funds originated from the sale of IHC’s stock and were therefore property of IHC and, upon bankruptcy, property of the estate. The investors’ argument that the funds were held in trust for their benefit was rejected because the trust did not alter the fundamental nature of the funds as proceeds of stock sales belonging to the debtor. Takeaway: SPAC trust funds remain property of the debtor’s estate in bankruptcy, even if held in a trust account for redemption purposes. The existence of a trust agreement and redemption rights does not override the fact that IPO proceeds are corporate assets. Investors should understand that redemption rights do not insulate funds from clawback or estate claims in insolvency proceedings. [1] As the Court explained, a SPAC, also known as a blank check company, is a company that is formed for the sole purpose of acquiring, usually through merger, another company. In addition to funds contributed to fund the cost of forming the SPAC, the SPAC then raises funds from investors, which are placed in trust until the target is identified. Generally, there is a time limit to find the target; after the expiration of that time, the funds are subject to return by the original investors.
December 30, 2025
Estates and Trusts
Five Big Estate Planning Mistakes — and Why You Should Act Now
Each year, I revisit the most common estate planning missteps I see in my practice. These mistakes cost families time, money, and peace of mind. If you’ve been putting off your plan, consider this your annual nudge to take action. Tomorrow is never guaranteed; start today. #5 - Inequity Trying to treat everyone ‘equally’ can be just as problematic as treating loved ones differently because you think they don’t need (or, perhaps, don’t deserve?) anything. Maybe you’ve given more to one child already and plan to ‘balance things’ later. Unless you’re prepared to include a detailed accounting (and even then), think twice. The same goes for naming fiduciaries (executor, trustee, attorney-in-fact) based on perceived fairness. Choose the right person for the job, not the one who ‘should’ do it (for instance, because they’re the oldest.) And please, resist naming your only two kids as co-fiduciaries without a clear tie-breaker. Two decision-makers with no way to resolve a deadlock means one thing: court intervention. If you insist on co-equals, at least give them a mechanism to break ties (best two out of three coin flips, anyone? Rock, paper, scissors, perhaps?). #4 - Sentimentality Assuming you know what your loved ones will want, or won’t want, is a recipe for conflict. People rarely talk openly about what matters to them, and even if they say, ‘I don’t want anything,’ that may not be the whole truth. Style, space, and timing all play a role. Over-communicate rather than under-communicate. Force the conversation, even if it’s uncomfortable. It beats leaving behind a family feud over misperceived intentions. #3 - Communication Failing to involve all beneficiaries (even minimally) is a major mistake. You don’t need to give everyone a vote, but you should let them know a plan exists and where to find it. You might even consider a couple options to help arm against an undue influence claim later. Tell everyone if/when you change the plan (not just the person caring for you who you come to believe now deserves something more). Here’s one I’ve not yet seen tried: give everyone a copy and include a provision that says you conditionally give up the right to change your will and that no future changes shall be effective unless you communicate them yourself to all of your beneficiaries along with a copy of the new document(s). Confirm with those who will have roles: executor, trustee, guardian. They may not want or be able to serve. And always name backups (and backups to backups). A little foresight here prevents a lot of chaos later. #2 - Indecision Changing your plan isn’t wrong, but timing matters. Last-minute changes—especially near death or after cognitive decline—invite litigation and resentment. If you revise, communicate clearly and broadly. Unexplained changes breed hostility, even among those who benefit. Transparency is your best defense against family discord. #1 - Inertia The biggest mistake? Doing nothing. As Harvey Mackay famously said: “Failing to plan is planning to fail.” Not creating a will or other directives means you’ve chosen the default: a costly, time-consuming mess for your loved ones. Don’t let intestacy dictate your legacy. Make a plan and execute. Do it now.
December 30, 2025
Immigration Law
The Gold Card Gamble: High Stakes for U.S. Residency
The United States Citizenship and Immigration Service has released the brand-new form I-140G – the Immigrant Petition for the Gold Card Program. This form can be used by applicants who have previously registered on www.trumpcard.gov. The form also requires a $15,000 filing fee per applicant. The USCIS also explains the “gift” requirement for the filing. Individuals filing an I-140G must provide a gift of $1 million per applicant. The per-person rule is a significant increase in the program’s anticipated costs since its initial inception. While more details of the process have emerged, significant questions and concerns regarding the program remain. What We Know About the Gold Card The Gold Card offers a $1 million payment to the United States in exchange for legal permanent residence. The 24-page I-140G form lays out the process for potential Gold Card applicants, including biographic information and the usual attestations regarding potential grounds of inadmissibility. The form includes entirely new sections on the applicant’s source of funds and net worth. The source-of-funds instructions lack the complexity of EB-5 applications and are likely to be subjected to additional screening. Further, the form includes a section for corporations to complete if they are the sponsoring entity. Lastly, the G140 form requires a potential recipient to indicate if they are seeking an immigrant visa under one of two categories: the first preference alien of extraordinary ability, or the second preference alien of exceptional ability seeking a National Interest Waiver (NIW). This path was outlined early as the proposed mechanism for gold card applications to be counted with annual immigrant visa limitations imposed by the Immigration and Nationality Act. The form and its instructions state that the entire process will be completed online with biometrics required for all applicants, even if abroad. What We Don’t Know While a form is now available, details are still lacking. Vague instructions regarding filing the case online after paying the substantial filing fee are provided, with no evidence that the online portal at MyUSCIS can actually process the cases. No timelines or processing details are provided. The Department of Homeland Security has indicated that proposed rulemaking for the employment-based immigrant petitions is scheduled for early 2026. It is possible that clarity and the creation of the regulatory framework for the gold card will be included. Significant questions remain regarding the actual program. For example, is the program authorized under the Immigration and Nationality Act? That question is still up in the air. There are some major issues with the current proposed format, as the Executive order that created the program differs from the application process as described. In addition, the authority of the USCIS to create programs is limited by its mandate from Congress. This means that, without a change in the law (not regulation) new programs cannot be created that materially impinge on existing programs such as the EB-5 investment visa. Given the major questions relating to the legal underpinning of the program, as well as the technical details of its processing, any potential applicant should consider whether to proceed very carefully. For example the stated “nonrefundable” filing fee of $15,000 per applicant would be at risk, should the program be found in violation of the will of Congress, not to mention the gifted funds should an applicant progress that far. The examination of the potential risk for loss here is critical, especially when compared to existing programs such as the EB-5 investment visa, which also involves risks but provides for a repayment of investment funds to the intending immigrant.
December 23, 2025
Labor and Employment
The Amazon v. PERB Decision: Reaffirming Federal Supremacy in Labor Law
The November 26, 2025, preliminary injunction issued by Judge Eric R. Komitee of the U.S. District Court for the Eastern District of New York in Amazon Services v. New York State Public Employment Relations Board represents a critical reaffirmation of federal preemption doctrine in American labor law. The decision found that amendments to the New York State Employment Relations Act (SERA) are preempted under the Supreme Court's holding in San Diego Building Trades Council v. Garmon. The Constitutional Context At the heart of this dispute lies a fundamental question about the structure of American governance: when a federal agency faces operational paralysis, can states step in to fill the regulatory void? New York's September 2025 amendments to SERA attempted to do precisely that, granting the state's Public Employment Relations Board (PERB) jurisdiction over private-sector labor disputes traditionally handled by the National Labor Relations Board (NLRB). The legislation emerged from a genuine governance crisis — following President Trump's removal of Board Member Gwynne Wilcox, the NLRB was left without the quorum necessary to issue decisions on union representation petitions or unfair labor practice charges. Governor Kathy Hochul signed the amendments as a stopgap measure, arguing they were necessary to protect workers' rights during federal dysfunction. The law would have allowed PERB to exercise NLRB powers unless and until the federal board obtained a court order establishing jurisdiction — effectively reversing the presumption of federal authority that has governed labor relations for decades. The Garmon Doctrine: A Pillar of Labor Law Judge Komitee's decision rested heavily on the doctrine established in the Supreme Court's 1959 Garmon decision, which holds that when an activity is even arguably subject to the National Labor Relations Act, states must defer to the NLRB's exclusive competence. This principle reflects a deliberate congressional design: to create uniform national labor policy administered by an expert federal agency rather than allowing potentially conflicting state regulations. The Garmon preemption doctrine applies not only when the NLRB has actively asserted jurisdiction, but also when the board has declined to exercise its authority. This breadth serves a critical purpose — preventing the very jurisdictional conflicts and regulatory uncertainty that New York's law threatened to create. As the court emphasized, states cannot regulate labor activities simply because the federal agency is temporarily unable to act. The Court's Rejection of "Unique Circumstances" New York and the Amazon Labor Union advanced a novel argument: that the unprecedented circumstances of the NLRB's lack of a quorum, combined with the constitutional challenge to board members' removal protections, justified an exception to traditional preemption principles. The district court firmly rejected this position, holding that temporary federal dysfunction cannot justify state legislation that directly contradicts Supreme Court precedent. This rejection is significant for several reasons. First, it establishes that preemption is not contingent on federal capacity but on federal authority. The NLRA remains the supreme law governing private-sector labor relations regardless of whether the NLRB can currently adjudicate cases. Second, it prevents states from using administrative or political crises as opportunities to expand their regulatory reach into areas Congress has reserved for federal control. Third, it maintains the principle that doctrinal exceptions must come from the Supreme Court, not from state legislatures responding to expedient circumstances. Implications for American Federalism The Amazon decision arrived at a moment when multiple states — including California, New Jersey, and Massachusetts — have proposed or enacted similar legislation attempting to fill the NLRB's vacuum. Judge Komitee's opinion serves as a warning shot to these efforts, reasserting the primacy of federal labor law even during periods of federal incapacity. While states traditionally possess broad police powers to protect workers' health and safety, labor relations have long been recognized as requiring national uniformity. The New York court's decision reinforces the principle that constitutional preemption doctrines are not suspended during administrative crises, however genuine those crises may be. Practical Consequences For employers like Amazon, the injunction prevents the nightmare scenario of navigating conflicting state and federal labor systems. Without the injunction, companies operating across multiple states could face dramatically different legal frameworks for identical conduct, undermining the uniformity that the NLRA was designed to achieve. For workers and unions, the decision is more complicated. It removes a potential avenue for expedited resolution of labor disputes at a time when the NLRB remains effectively paralyzed. Looking Forward The Amazon decision is unlikely to be the final word. New York will likely appeal to the Second Circuit, where the case could produce important appellate guidance on the application of preemption doctrine in contexts of federal administrative failure. Moreover, the underlying constitutional questions about NLRB members' removal protections remain pending before the Supreme Court, and their resolution could reshape the landscape that produced this controversy. Conclusion Judge Komitee's ruling in Amazon Services v. New York State Public Employment Relations Board is important because it reaffirms principles of federal preemption at a moment when those principles faced their most serious state-level challenge in decades. The decision prioritizes constitutional structure and legal consistency over pragmatic problem-solving, holding that even genuine governance crises cannot justify state encroachment into areas of exclusive federal jurisdiction. For labor law specifically, the decision maintains the NLRA's primacy and the Garmon doctrine's vigor, ensuring that private-sector labor relations remain governed by uniform national standards rather than fragmenting into state-by-state variations The decision leaves unresolved the deeper problem it illuminates: what happens when the federal government's institutional mechanisms fail, yet constitutional doctrine prohibits states from filling the void? This question extends beyond labor law to implicate numerous regulatory domains where federal preemption is broad but federal capacity is fragile. Judge Komitee's opinion answers the legal question decisively, but the practical and political challenges it exposes will likely persist long after this litigation concludes.
December 19, 2025
Business
USPS Postmark Changes Could Impact Tax Filing Deadlines
A couple of years ago, I wrote a blog about the importance of sending any correspondence to the Internal Revenue Service via Registered or Certified Mail or by an approved overnight courier, rather than relying solely on the regular USPS First-Class postmark to determine timely mailing. I like to know the IRS receives what I send. On more than a few occasions, the IRS loses mail, and the only evidence of receipt is the return receipt or proof of delivery. Recently, the USPS announced an upcoming change to its postmark date system, effective December 24, 2025. This change makes it even more critical that taxpayers and their representatives use Registered or Certified mail, or an approved overnight courier, when filing a federal tax return. Here is why this change matters. “Postmarks are generally applied by the Postal Service via automation on machines in originating processing facilities but may also be applied manually by Postal Service personnel at those facilities, or by a Postal Service employee at a retail unit when a customer presents a mailpiece at a retail counter and requests a postmark.” FR Doc. 2025-20740. Under the USPS’s current system, the postmark reflects the date the mail is given to the USPS, i.e., handed to a USPS employee at a USPS counter or placed in an official USPS mailbox. Under IRC § 7502, a return is considered timely filed if it is postmarked on or before the due date of the return. For example, in 2025, the filing deadline for an individual taxpayer who did not request an automatic extension was April 15, 2025. Under the USPS’s current system, if the taxpayer mailed the return on April 15, 2025 by depositing the return, with sufficient postage, in an official USPS mailbox prior to the last mail pickup posted on the USPS mailbox, the return would have been postmarked April 15, 2025. It would be considered timely filed even if the return was not received by the IRS until days or weeks later. However, under the soon to be implemented USPS change, a machine-applied postmark indicates the date of the "first automated processing operation" at a processing facility, which may be later than the date the mail was dropped off, which could happen anytime but particularly during periods of high volume, i.e., April 15 (March 15 for calendar year tax year corporate and partnership taxpayers). With this change, even if the return were deposited into a USPS official mailbox, the return may not be postmarked with the official USPS postmark until after the filing deadline when the return was processed in a processing facility. Still, because most postmarks are applied at processing facilities, the postmark does not represent either the place or date on which the USPS first accepted possession of the mailed return. This means the return would not be considered timely filed, and failure to file penalties and interest would be assessed by the IRS. With this USPS change, an ounce of prevention is worth more than a pound of cure. Mail returns, Register or Certified mail, and get a hand-cancelled receipt, or use an approved overnight courier with an approved level of service. And just in case you were wondering, the postmark on the office postage machine is never sufficient. The views expressed herein are solely those of the author, are not intended as, and do not constitute legal or tax advice.
December 18, 2025
Labor and Employment
Union Types Explained: How They Impact Employer Strategy
When employers receive notice that employees have filed a petition with the National Labor Relations Board (NLRB) to unionize, one question becomes immediately important: What type of union are we dealing with? Employees might be joining a well-established, nationally affiliated union such as the Communication Workers of America or the International Brotherhood of Teamsters. Or, as has been the trend in recent years, they could affiliate with an independent union of their own creation. The answer can shape negotiation strategy, resource planning, and long‑term labor relations management. Understanding the Two Models Well-established, national unions provide robust infrastructure support: assistance with election procedures, contract negotiation expertise, legal representation, strike funds, and training programs. These organizations bring decades of collective bargaining experience and established relationships with labor attorneys. Independent unions, by contrast, operate with greater autonomy. Examples such as the Amazon Labor Union – prior to its affiliation with the Teamsters – demonstrate how workers maintain more direct control over internal operations and strategic decisions. Members avoid contributing high percentages of their dues to national overhead costs, keeping resources concentrated at the local level. At the bargaining table, both union types pursue the same fundamental goal: negotiating over wages, benefits, and working conditions. Key Differences that Impact Employers Once employees vote to unionize, the process moves into collective bargaining, and national and independent unions bring different expertise and resources to this process. National unions bring professional negotiators with extensive experience and established bargaining strategies. Employers face well-prepared adversaries but ones that may be more predictable. Independent unions may initially lack professional negotiating experience, leading to longer, more unpredictable sessions, but they may be more flexible and creative when responding to employer proposals during negotiations. In addition, more established unions may provide strike funds, legal support, and public relations resources that enable sustained labor disputes. On the other hand, independent unions operate with limited resources but often generate strong member commitment and community support that resonates locally. A third key difference is that national unions feature formal procedures and hierarchical structures, offering employers clear points of contact but potentially resulting in bureaucratic delays. Independent unions often use direct democracy, facilitating faster problem-solving but potentially complicating negotiations when leadership must repeatedly seek membership approval. Whether facing a well-established, national union with decades of experience or an independent union born from your workplace, success requires thorough preparation, legal compliance, and commitment to constructive dialogue.
December 18, 2025
Landlord Representation
December’s Enduring Legacy: From Emancipation to Equitable Housing
Every December, we are encouraged to reflect on a defining milestone in American constitutional and civil rights history – the ratification of the 13th Amendment on December 6, 1865. This amendment abolished involuntary servitude, legally closing the door on an era of slavery in which entire communities were denied autonomy, dignity, and the most basic conditions of safety and freedom. However, the abolition of slavery did not guarantee equal access to shelter, property, or equitable protections in the marketplace. Those rights have been shaped over more than a century of legislation, advocacy, and heated litigation. For those in the multifamily housing industry — owners, operators, managers, and developers — December offers a historical reminder and a practical moment to reexamine how this legacy informs modern-day obligations under the Fair Housing Act (FHA). Understanding how far the law has evolved helps us understand why compliance is not simply a regulatory matter, but a continuation of a long and unfinished civil rights effort. A Brief History of Post-Emancipation Housing Exclusion Following formal emancipation, formerly enslaved people faced numerous additional hurdles. Although slavery was now outlawed, discriminatory practices (e.g., Black Codes, Jim Crow segregation, sharecropping systems, and violence) denied African Americans safe, stable, and equitable access to housing. In the decades that followed, local and federal policies entrenched segregation across society. Racially restrictive covenants, exclusionary zoning, government-backed redlining, and federal underwriting systematically barred Black families and other minorities from homeownership, quality rental housing, and opportunities for wealth accumulation. Many of these policies persisted well into the 20th century, long after they were socially discredited and, ultimately, legally banned. The Fair Housing Act exists because of this legacy. Housing professionals now operate within a framework designed to dismantle prior patterns of subversive discrimination. A Turning Point: The Fair Housing Act The Fair Housing Act was enacted in April 1968, amid national mourning following the assassination of Dr. Martin Luther King Jr. Its passage marked a watershed moment — explicit recognition that discrimination in housing perpetuated systemic inequality and necessitated federal intervention. The Act prohibits discrimination in any housing-related transaction, including any action or inaction taken related to renting or selling housing, based on: Race Color National Origin Religion Sex (including gender identity and sexual orientation) Familial Status Disability Despite this landmark law, the housing marketplace shifted from overt exclusion to more subtle practices. Instead of engaging in explicit acts of discrimination based on the protected classes above, facially neutral policies were implemented that had either the intended or unintended effect of discriminating against people based on their protected class. Regulations, case law, and HUD guidance have continued to evolve in the years since the passage of the Fair Housing Act in response to modern iterations of discrimination that past lawmakers did not foresee. For example, the Fair Housing Amendments Act of 1988 was enacted in response to some of these changes. Further, HUD’s guidance has since incorporated “disparate treatment” and “disparate impact” in its definition of unlawful discrimination in housing. Disparate treatment is an overt or explicit policy that dictates different terms, conditions, or services to someone because of their protected class. This is often the most obvious form of discrimination, because the policy on its face is discriminatory. On the other hand, disparate impact discrimination involves a seemingly neutral policy that has the unintended (or perhaps subliminally intended) effect of discriminating against a particular protected class because they are the ones most likely (or solely) to be negatively affected by the policy. Examples of disparate impact discrimination may include: criminal record screenings, credit screenings for victims of domestic violence, zoning barriers to supportive housing, disregarding disability accommodations, predatory marketing, or algorithmic rental determinations. Notably, in late 2025, HUD announced that it intends to cease all enforcement of disparate impact claims and focus solely on disparate treatment complaints. This could drastically shift the fair housing enforcement landscape and have unexpected repercussions for multifamily regulatory compliance. In sum, this is why the housing industry’s compliance obligations are dynamic and constantly changing. What Multifamily Professionals Can Learn From This Legacy Compliance Requires Adaptability & Intuition Discrimination does not have to be intentional to be illegal. A legally compliant and otherwise neutral policy can still have a discriminatory impact. Courts continue to scrutinize how tenant screening, occupancy limits, advertising strategies, and property safety policies may disproportionately harm certain protected classes. Owners and managers of multifamily properties should conduct annual disparate-impact audits and seek counsel if a policy is having biased results on a particular demographic. Accessibility Is a Civil Rights Issue Since the Fair Housing Amendments Act of 1988, multifamily developers have been required to incorporate basic design and construction accessibility features. Increasingly, litigation and DOJ enforcement are focused on persistent non-compliance. Moreover, discrimination complaints based on “disability” status or failure to grant a reasonable accommodation continue to be the most prevalent, accounting for more than 50% of the complaints filed each year. Treat accessibility as a civil rights mandate, not a line-item cost. Stay Attuned to Evolving Protected Classes Recent interpretations make clear that sexual orientation, gender identity, and gender expression fall under the Fair Housing Act’s sex-based protections. Some state and local jurisdictions have codified these expressions into articulated protected classes. HUD’s enforcement priorities continue to expand as courts interpret the Fair Housing Act in light of broader civil rights movements. From the housing provider’s perspective, it’s clear that a broader interpretation of protected characteristics is the safer option. Risk Management & Reputation: Algorithms and AI Tools Are the New Frontier Automated tenant-screening products and digital advertising platforms may unintentionally replicate historical biases — repeating old patterns of exclusion with new technology. Owners should demand transparency from screening vendors and ensure human review before any adverse decision is issued, particularly given HUD’s guidance on criminal record screening and the push for an individualized assessment of a person’s criminal history. Investors and insurers increasingly view fair housing compliance as a key component of responsible operations. Violations, even for inadvertent screening errors, carry not only civil penalties but also reputational harm. In an increasingly competitive market, with a push for more transparency, eyes are on housing providers. Honoring December’s Legacy Through Fair Housing Leadership The abolition of slavery was the beginning of a transition toward civil rights, and the Fair Housing Act remains one of the strongest tools we have to dismantle the residual discriminatory structures that followed emancipation. For the multifamily housing industry, compliance is more than adherence to a regulatory framework — it is stewardship of the idea that housing should be safe, accessible, and free from discrimination for every person, regardless of their background. This December, as we reflect on our nation’s journey from emancipation to the present, the work is not finished. Each applicant screening decision, each accommodation request, each accessibility plan, and each interaction with a resident or prospect is part of our ongoing civil rights legacy.
December 17, 2025
Labor and Employment
Holiday Parties Without Headaches: Handling Complaints with Care
The annual holiday party is meant to lift spirits, reward employees, and create a sense of connection as the year draws to a close. It is often one of the few opportunities for your team to relax together outside the workplace. Yet the same relaxed atmosphere can also lead to missteps. When an employee later reports harassment arising from the event, an employer suddenly faces a complex combination of legal obligations, workplace culture concerns, and employee relations challenges. I regularly help organizations navigate these situations. How you respond in the hours and days after receiving a report matters greatly. With the right approach, you can address the issue responsibly, protect all parties involved, and strengthen trust within your workforce. Responding When an Employee Comes Forward When an employee reports harassment related to a company event, the first and most important step is to acknowledge the complaint and ensure the employee feels heard. Even though the behavior occurred outside the office, the legal analysis does not change when the event is employer-sponsored or reasonably connected to work. Your obligations under federal, state, and local anti-harassment laws still apply. Begin by gathering the essential facts: what occurred, who was involved, where the incident took place, and whether any witnesses or relevant communications exist. Holiday events often generate photographs, videos, or social-media posts that may become significant pieces of evidence. Preserve anything that may be relevant as early as possible. Once you have the initial information, move promptly to an impartial investigation. A trained internal investigator or outside counsel can do this. The key is neutrality: no one involved in the investigation should have a personal connection to the individuals involved, and the process should follow the same procedures you would use for any other workplace complaint. While the investigation is ongoing, consider whether temporary steps are necessary to prevent retaliation or further interaction between the individuals involved. These measures need not imply wrongdoing; they are simply safeguards while the facts are being gathered. At the conclusion of the investigation, determine whether your policies were violated and identify appropriate corrective actions. Communicate the findings to the individuals involved in a way that preserves confidentiality while assuring them that the matter was taken seriously. Finally, check in with the reporting employee afterward to ensure that no subtle form of retaliation has occurred, whether through scheduling changes, exclusion from meetings, or other shifts in workplace dynamics. Why Holiday Parties Create Unique Risks Although holiday gatherings feel informal and festive, the legal standards governing workplace conduct do not disappear at the door of the venue. When the employer organizes, sponsors, or encourages attendance at an event, it is generally considered an extension of the workplace. Alcohol service, dimmer social boundaries, and a sense of celebration can cloud judgment and create opportunities for conduct that someone later perceives as inappropriate, unwelcome, or intimidating. Employers also sometimes assume that what happens after official party hours is beyond their responsibility. But if employees continue the celebration in a way that directly follows the company event, the conduct may still be viewed as connected to the workplace. Understanding this continuum is essential when assessing what occurred and how to address it. A consistent theme in my work with clients is that risk increases when boundaries are unclear: unlimited drinks, a lack of visible leadership presence, or an atmosphere that drifts too far from the professional culture you maintain during the workday. When employees are unsure where the lines are, the potential for misunderstanding increases. Creating a Celebration That Reflects Your Values Most employers do not want to cancel holiday events, and they shouldn’t. With thoughtful planning, these gatherings can remain enjoyable while aligning with your legal obligations and your organizational culture. The most effective preparation begins before the party. Communicate expectations clearly but respectfully. A simple reminder that all workplace policies still apply, including those on harassment, professionalism, and retaliation, sets the tone without dampening spirits. Consider the format of the event and whether the venue, timing, and availability of alcohol reflects the environment you want to create. Provide non-alcoholic options, ensure food is available, and, if alcohol is served, rely on trained bartenders rather than self-serve. Managers play a crucial role. A brief refresher on their responsibilities can make a substantial difference. They set the tone and often serve as the first point of contact if an issue arises. Their visible, engaged presence communicates that the organization values both celebration and safety. After the event, a short message thanking employees for attending and reminding them that any concerns can be reported without fear of retaliation further reinforces your culture of respect. When a Report Occurs: The Guiding Principles If you receive a complaint related to the party, approach it with the same care you would apply to any workplace concern. Ask whether the event was employer-sponsored, what evidence may exist, how quickly the complaint was made, and whether any safety or interim measures are needed. Consistency and fairness are essential. So is prompt action. Delays can undermine credibility and may create legal exposure. When handled well, the response to a complaint not only addresses the immediate issue but also strengthens the organization’s culture. Employees notice when leadership acts thoughtfully and with integrity. That trust is valuable long after the holiday season ends. A well-planned holiday party can bring your team together in meaningful ways. With clear expectations, attentive leadership, and a willingness to act quickly when concerns arise, employers can enjoy the benefits of these celebrations without creating unnecessary risk.
December 17, 2025
Real Estate
Business Legal Maintenance: What to Review Before January
As the year comes to a close and businesses prepare to wrap up 2025, there’s one critical task that should not be overlooked — a comprehensive legal check-up. Just as we schedule annual physicals to safeguard our personal health, your business deserves the same level of care. Whether this year was highly productive or presented challenges, it’s essential to keep your finger on the pulse of your operations and potential liabilities. If your business didn’t meet expectations, a thorough check-up is even more critical—sometimes the insights we least want to hear are the ones that help us move forward. Below are several key legal areas to review as you head into the new year. Assessing these items will help you determine whether it’s time to consult your business attorney. Business Structure and Governing Documents Whether your business is an LLC, a partnership, or a corporation, its structure is controlled by state law. Operating agreements, partnership agreements, and bylaws are the foundational documents every business should have in place. Take a look, do you have one? If not, it is certainly time to discuss this with an attorney. If you do, read through the pages to review key terms. Make sure you understand them and that they continue to be accurate. The terms that are most likely to change are as follows: Are all current members/owners listed on the schedule of owners or in the document? Has the purpose of the company shifted/changed since it was originally formed? Are the capital accounts property reflected? (you should consult your attorney or accountant on this one) If you have two or more members/owners, do you have a Buy-Sell Agreement. You should. Are the roles and responsibilities of the members/owners clearly defined? Trademarks and Patent Work If you want to secure your business name and reputation, you will likely want to file for trademarks at some point. The same holds true if this has been a growth year or a rebranding year. For those of you who are working in any field where you routinely develop something, you may want to seek the assistance of a patent attorney. Patent attorneys help protect your inventions, source codes, and processes from competitors. Licensing and Regulations When are your licenses up for renewal? Have any laws or regulations changed in how you get those renewals? Take a quick look and create a system to make sure you never miss a deadline for registrations, which can throw a huge wrench in your business effectiveness. Website Does your website need updating? How does it hold up to privacy laws? Several states have privacy laws regarding what information you can collect, or at least how you can collect it. A well-written privacy policy can alleviate many of these concerns. Legal Forms and Contracts Do you routinely use standard forms or contracts to conduct your business? You should review them to ensure these documents address all your needs and legal updates. The best way to avoid a lawsuit is to have a robust documentation system. Employee Agreements, Handbooks, and Non-competes Review your company’s source documents, i.e., handbooks, employee contracts, and non-competes, to ensure they still address your needs. Note: If you do not have these documents, contact an attorney. Review your employee files to ensure they are complete. Does each employee have a signed receipt for the employee handbook? Does each employee for whom it is applicable have a signed non-compete and/or non-solicitation agreement? Do you have I-9’s and other required documentation for each employee? Legal and Pseudo-Legal Matters Insurance: Do you have it? Do you have all the correct coverages? You should also review your lease(s) and/or mortgages to make sure your insurance coverages match the requirements of those documents. This yearly business legal checkup is not exhaustive. These are some easily identifiable legal issues that typically require review and updates from year to year. There are numerous other legal topics that should be discussed with your business attorney regularly to ensure your business is well-protected. Cheers to a profitable, productive, and healthy 2026.
December 16, 2025
Estates and Trusts
Holiday Harmony for the Sandwich Generation: Boundaries, Delegation, and Self-Care
The holidays arrive each year with that familiar blend of anticipation, nostalgia, and — if we are being honest — a fair amount of anxiety. For members of the Sandwich Generation, that pressure can feel magnified. You are balancing end-of-year school events, office deadlines, holiday parties, travel plans, gift lists, and meal planning while simultaneously managing the medical appointments, emotional needs, and household logistics of aging parents. The season that promises joy often demands more than anyone can give. In the middle of it all, I, like most people, find myself longing for the simpler holidays of childhood, when someone else did the worrying. Yet here we are, stuck in the middle, holding together the needs of multiple generations. If this is your role, you are not failing when it feels overwhelming. You are doing complex emotional and logistical work, and the holidays simply spotlight that reality. This is precisely why remembering three core principles — boundaries, delegation, and self-care — is not just helpful, but essential. These are not indulgences or luxuries, they are survival skills. Boundary-Setting: A Gift to Yourself and Everyone Else The holidays tend to activate our instinct to say “yes”: yes to hosting, yes to attending, yes to keeping every tradition alive. Sandwich Generation members feel even more pressure during the holiday season, as they often operate with already limited bandwidth. Without firm and healthy boundaries, the season can shift quickly from meaningful to unmanageable. Setting boundaries does not make you less generous or less committed to your family; it can mean the difference between sustainable and not. When you clearly identify what you can realistically handle — whether that means declining to host this year, catering instead of cooking, limiting travel, or being upfront about needing to leave an event early — you are honoring your own humanity and limitations. Boundaries also spare your loved ones the silent resentment, not-so-silent commentary, or exhaustion that builds when you push beyond your limits. If set up properly, boundaries can actually improve relationships: they create predictability, reduce friction, and allow you to remain emotionally present. Saying “no” or “not this year” is not a rejection of a person or tradition; it is an act of respect for your energy, your time, and your wellbeing. Delegation: Letting Others Step Into Their Roles Many Sandwich Generation caregivers take pride in being the one who manages everything. This “can do” attitude is essential on many days and certainly comes from a good place. Trying to do all things generally reflects a desire to protect, shepherd, and smooth the path for those who rely on you. But during the holidays, the instinct to take on everything can often become unsustainable. Delegation becomes not merely practical, but vital. And despite what many fear, delegation is not a sign that you are incapable or weak. It is a sign that you recognize the importance of shared responsibility. Whether it means asking siblings to manage a parent’s appointment, inviting older children to take over part of the holiday meal, hiring someone to help with errands, or letting a friend wrap gifts, delegation strengthens your support system. Almost equally important, delegation also allows others to feel invested and helpful: family members and friends often want to contribute but simply do not know how. When you provide concrete tasks, you offer them a pathway to meaningful participation. You are also creating space for your own rest, which ultimately benefits everyone around you. Self-Care: The Foundation That Holds It All Together Pop culture often portrays self-care during the holidays as lighting a candle as you sink into a beautifully drawn bath larger than a bedroom or escaping to a snowy holiday getaway in a picturesque New England village. And while these images reflect the perfect picture, true self-care for the Sandwich Generation often runs deeper and less ideal. Images of self-care instead should be reframed to reclaim the internal resources the season tends to drain. Self-care can be simple: scheduling a quiet hour early in the morning before anyone else wakes up, maintaining your own medical appointments rather than postponing them to accommodate others, stepping outside for a walk, closing your office door for an hour, and giving yourself permission not to attend every gathering. Most importantly, self-care is not something you earn only when everything else is done. It is a non-negotiable part of ensuring you can keep caring for the people who depend on you. Neglecting yourself does not make you more devoted; it makes you depleted. When you protect your own emotional and physical well-being, you are building the resilience the holidays demand and ensuring that you can keep going when the holiday chaos is over. Finding Your Own Pace in a Season of Expectations Being a member of the Sandwich Generation during the holidays means carrying the weight of competing needs — your desire to ensure a magical holiday season for your children and your parents’ needs for care and stability, all while trying to maintain your own sense of center. It is no small task. And yet, with boundaries, delegation, and self-care, you can consciously shape a season that honors both your family and yourself. This year, allow yourself to rewrite some of the holiday scripts. Create new traditions that fit the realities of your life now. Let go of unnecessary pressure and focus on presence instead of perfection. It is possible to protect your energy, share the load, and still create a meaningful season for multiple generations — without losing yourself in the process. The holidays will always be full, but they do not have to deplete you physically and emotionally. By embracing these three principles, permit yourself to experience the season with the steadiness, clarity, and compassion you deserve.
December 15, 2025
Estates and Trusts
A Future Worth Celebrating: Estate Planning for the New Year
As the holiday season approaches, families gather to reconnect, reflect, and prepare for the year ahead. For many households, it is one of the few times when adult children, aging parents, and extended family members are all in the same place. While the focus is rightfully on celebration, this period also presents a crucial opportunity to ensure one’s estate planning is current, coordinated, and capable of carrying out one’s wishes. It is not uncommon for many families to be experiencing events which are integral to estate planning, whether it is a sick family member, a loved one looking at long-term care options, or a new baby being welcomed into the family. In my practice, I routinely see how proper planning can prevent confusion, conflict, and unintended tax consequences down the line. The holidays offer a natural opportunity for clients to revisit these issues with clarity and intention. Why the Holiday Season Matters for Estate Planning Key Decision-Makers Are Under One Roof Modern families often live across multiple states or even countries. When everyone gathers during the holidays, clients have a rare chance to discuss practical considerations such as: Who is best suited to serve as executor or trustee Preferences regarding healthcare decisions and end-of-life care Expectations surrounding real estate, family businesses, or sentimental personal property These conversations can be sensitive, but addressing them proactively almost always leads to better outcomes and ensures that wishes are being fulfilled. Life Changes Frequently Go Unaddressed Over the course of a year, significant life events occur — marriages, divorces, births, deaths, home purchases, new accounts, or changes in financial circumstances. Outdated estate plans are one of the most common, and most avoidable, problems that families face. A holiday-season review helps ensure that: Wills and trusts reflect current intentions Powers of attorney and healthcare directives remain accurate Beneficiary designations on retirement accounts and insurance policies align with the overall plan Real estate titling is consistent with estate-planning goals Potential Pennsylvania inheritance-tax exposure is properly managed A Preventative Step Before the New Year Without fail, the beginning of the year brings emergencies that reveal the absence of planning: an unexpected death, a sudden medical event or accident, a property issue, or a dispute among family members. When documents are outdated — or nonexistent — families can find themselves navigating the court system without clarity or guidance. Encouraging clients to update their planning before year-end provides stability during periods of uncertainty. Key Documents Worth Reviewing Now A comprehensive year-end estate review should include: Last Will & Testament Revocable Living Trust (if applicable) Financial Power of Attorney Healthcare Power of Attorney and Living Will HIPAA Authorization Beneficiary designations Real estate deeds and titling Gifting strategies or year-end tax considerations For Pennsylvania and New Jersey residents, this is also a valuable time to confirm inheritance-tax implications and evaluate whether certain planning steps may reduce the overall tax burden for beneficiaries. Planning as an Act of Care Estate planning is ultimately a gift to one’s family. It reduces stress, minimizes uncertainty, and ensures that a lifetime of work is preserved and transferred in accordance with the client’s wishes. The holiday season when family, gratitude, and reflection are already front of mind offers a meaningful opportunity for clients to take this important step. A Thoughtful Reminder for Clients As clients focus on wrapping up the year, now is an ideal time to encourage them to: Review and update their estate-planning documents Consider whether their planning reflects current circumstances Schedule a consultation if their documents are outdated or incomplete An hour spent reviewing a plan today can prevent months (or years!) of confusion tomorrow.
December 8, 2025
Labor and Employment
Employee Handbooks: Essential Guide or Outdated Relic?
For years, employee handbooks were treated as routine onboarding documents, i.e., something handed out on a new hire’s first day and rarely revisited unless a legal issue arose. But in 2026, the pace of workplace change has rendered the “static handbook” approach obsolete. With hybrid work now firmly embedded across industries and compliance obligations multiplying at a rapid rate, the modern employee handbook has become one of the most critical tools an employer can maintain. Whether an organization views it as a cultural roadmap or a liability shield, the reality is that a well-maintained handbook is no longer optional. One of the biggest drivers behind this shift is the transformation of how and where employees work. Traditional handbooks were built around the assumption of a centralized, physical workplace. Today’s workforce operates across multiple states and time zones, and home offices, often using company systems in spaces the employer cannot control. Without clearly defined expectations (how time should be recorded, what equipment must be secured, how quickly employees should respond, and what “professionalism” looks like through a webcam), employers unintentionally create inconsistencies that can later breed miscommunication or even litigation. The hybrid model has also introduced new questions around expense reimbursement, data security, and workplace safety, all of which require written guidance to manage effectively. Legal compliance is another area where employers face mounting pressures. The last several years have brought sweeping changes in employment law at every level. From expanding privacy laws governing employee data, to new protections for caregiver status and reproductive decision-making, to the resurgence of federal scrutiny over non-competes and independent contractor classification, the regulatory landscape is complex and evolving. A handbook that has not been meaningfully updated within the last one or two years is almost certainly missing something critical, and often something required by law. Even policies that feel evergreen, such as anti-harassment or leave provisions, may be outdated if they do not reflect newer protected categories or recent state-level paid leave mandates. What many employers do not realize is that the handbook is also one of the most important documents in a dispute. Courts and agencies regularly review handbook policies to determine whether employers communicated expectations clearly and applied them consistently. When a policy is vague or outdated, employees and managers may interpret it differently, leading to discrimination claims, retaliation allegations, and wage-and-hour challenges. A modern, accurate handbook not only provides clarity to employees — it becomes a critical defense exhibit when disputes arise. The content of today’s handbooks looks very different from that of just a few years ago. Remote and hybrid work policies now need to be specific and actionable, addressing topics such as performance expectations outside the office, the use of AI-based tools, and the handling of confidential information in remote environments. Anti-harassment standards must acknowledge that misconduct can occur in virtual settings just as easily as in physical workplaces, and reporting procedures must be accessible to employees who may rarely visit a company office. Likewise, timekeeping rules must squarely address off-the-clock work and break compliance in a distributed workforce, where supervisors cannot easily observe employee activity. Technology and data privacy have also become essential components of the handbook. With the growing use of monitoring software, AI-assisted performance evaluation, and increased reliance on personal devices, employees expect transparency around what data is collected and how technology will be used. Many states now require employers to provide written disclosures regarding privacy practices. A handbook that avoids these topics leaves both employees and the organization vulnerable to confusion and legal risk. One notable shift in recent years is the move away from static paper or PDF manuals. The most effective organizations now treat their handbooks as living compliance resources: digitally housed, easily searchable, and updated regularly. Electronic acknowledgments have replaced signature pages, and some employers are even incorporating short explainer videos or interactive elements to help employees better understand complex policies. In this environment, a handbook is no longer a document that sits untouched for years; it is a dynamic framework that evolves alongside the organization and its legal obligations. The process of modernizing a handbook does not stop with rewriting policies. Employers must ensure that the document accurately reflects actual workplace practices. Courts scrutinize discrepancies between written policies and managerial behavior, and inconsistencies can undermine an employer’s defense. Training supervisors on the content of the handbook, especially policies related to leave, performance management, and remote work expectations, is just as important as updating the text itself. Multi-state employers must also account for the varying state and local laws that apply differently across their workforce, often through state-specific addenda. In many ways, the increase in complexity has reaffirmed the purpose of the employee handbook. Rather than becoming outdated, the handbook has become essential for navigating the uncertainties of the modern workplace. It provides structure in an era of evolving norms, clarity in a landscape of regulatory change, and consistency across a workforce that may never gather under one roof. Employers who update their handbooks regularly (and, ideally annually, and more often if operating in multiple states) position themselves to stay ahead of compliance risks and maintain a more informed, engaged workforce. The bottom line is simple: if your organization has not reviewed its handbook in the last 12 to 18 months, 2026 is the year to do it. A thoughtful, modernized handbook supports your culture, protects your business, and ensures that employees understand what is expected of them (no matter where they work).
December 4, 2025
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