Construction
Pennsylvania Supreme Court Decision Supports Legislative Finality Created by Statute of Repose
In a welcome development for Pennsylvania’s construction industry, the Pennsylvania Supreme Court’s recent decision in Gidor v. Mangus reinforces the integrity of legislatively adopted Statutes of Repose. On October 23, 2025, the Supreme Court held that Section 7512 of the Pennsylvania Home Inspection Law constitutes a one-year statute of repose — eliminating the right to bring a lawsuit against a home inspector. The decision signals continued judicial support for the legislative adoption and intent behind statutes of repose. This decision arrives at a critical point, as two high-profile cases involving the Construction Statute of Repose — Aloia v. Diament and Clearfield County v. Transystems — are pending before the Pennsylvania Supreme Court. Each case threatens to erode the protections afforded by the 12-year Construction Statute of Repose, 42 Pa. C.S. §5536. In Aloia, plaintiffs argue that alleged violations of the building code toll the statute of repose. While the County in the Clearfield County appeal asserts that the ancient doctrine of nullum tempus exempts public entities from the Construction Statute of Repose. The Gidor court’s affirmation of the 1-year Statute of Repose is particularly relevant to the construction industry because the court’s decision heavily relies on its prior decisions interpreting the Construction Statute of Repose. The court emphasized that, because the statutory clock starts at a definite event independent of injury or discovery and is not subject to equitable tolling, the statute extinguishes any claim. Critically, the repose period upheld in Gidor was just one year from the date a home inspection report was delivered. The court’s reasoning underscores the judiciary’s willingness to enforce clearly defined legislative statutory repose periods. Moreover, the court’s acceptance and approval of a one-year statute of repose in Gidor lends judicial credibility to legislative efforts such as Senate Bill 399, which seeks to shorten the Construction Statute of Repose period to six years. By reaffirming the distinction between statutes of limitation and repose, Gidor strengthens the argument advanced in amicus briefs filed by Offit Kurman on behalf of leading A/E/C associations: the repose period must remain a firm and predictable legislative boundary eliminating all claims. If the Supreme Court follows its reasoning in Gidor, we anticipate that the Court will preserve the 12-year Construction Statute of Repose’s essential function of providing finality, reducing indefinite liability, and protecting the architects, engineers, and contractors from stale claims. Law Clerk Robyn St. Hilaire provided valuable insight and contributed to this article.
November 5, 2025
Mergers and Acquisitions
Bridging the Gap: The Art of Communicating with First Time Sellers
It is estimated that 75 million baby boomers could retire by 2030. Many of these boomers have built successful businesses over decades, and they are now ready to sell as they move into the next phase of their lives. This is leading to a rise in M&A activity involving first-time sellers who are financially sophisticated and emotionally invested in their business, but they have not experienced the pace, process, or complexity of an acquisition. When this kind of first-time seller is involved, there can be some tension if buyers bring in large law firms who utilize their standard “big deal” approach. This specific client needs more clarity, connection, and practical guidance as opposed to layers of process. The Process Can Overwhelm the Person When a large law firm comes in on the buyer’s side, they bring an undeniable level of horsepower to transactions. But the same approach taken for billion-dollar deals isn’t necessarily a fit for the sale of a closely held business, and it can lead first-time sellers to feel sidelined and overwhelmed by complex jargon, unexpected costs, or rigid workflows. It can also lead the seller’s counsel, who they have likely worked with for years, to feel out of step with the tempo and expectations of the larger firm. The result is often an erosion in goodwill between the buyer and seller before the deal closes. The Advantage of the Middle-Market and the Art of Adapting This significant disconnect has created an opportunity for middle-market firms that understand both sides of the table. Middle-market firms offer sophisticated, deal-tested counsel who still prioritize communication and trust. They are better able to breakdown the jargon of big firms into advice business owners can understand and act on, helping these first-time sellers to feel informed and empowered, rather than frustrated and intimidated. But bridging this kind of a gap isn’t just about legal skill. It also requires a level of emotional intelligence and the ability to recognize when a seller needs context or reassurance. It also requires an understanding that every negotiation does not necessitate a 100-page response. There is an art to adapting the process to the client’s needs and experience level without compromising the quality of the transaction. The Importance of Nuance There is no one size fits all approach to transactions. They are all different, and they all require a nuanced approach. If a first-generation business owner is selling their life’s work to a PE firm, there is a very different set of concerns involved than if a serial entrepreneur is on their fifth exit. It is critical that counsel knows how to balance structure with flexibility and sophistication with accessibility, meeting clients where they are as opposed to forcing the client into a transactional template. Applying this kind of nuance to transactions can lead to a smoother process and a collaborative closing. There is significant value in the firms that can operate in the middle. They bring the kind of insight and technical strength expected from big firms, but they also have the responsiveness and reliability expected from small firms. As the market becomes further shaped by generational transitions and first-time sellers parting with their closely held businesses, the balance that middle-market firms bring to the table is more than just a competitive advantage. It is what gets this kind of deal done.
November 4, 2025
Labor and Employment
Independent Contractor Misclassification: Labels Don’t Shield Liability, Says Eleventh Circuit
In a decision that underscores the importance of substance over form in employment relationships, the Eleventh Circuit recently reaffirmed that contractual labels alone do not determine whether a worker is an employee or an independent contractor under the Fair Labor Standards Act (FLSA). The case, Galarza v. One Call Claims, LLC, involved three insurance adjusters who sued for unpaid overtime, alleging they were misclassified as independent contractors. The plaintiffs had signed independent contractor agreements with One Call Claims, LLC (OCC), which staffed adjusters for Texas Windstorm Insurance Association (TWIA). Despite the agreements, the adjusters worked full-time for TWIA for nearly two years, were restricted from working for other carriers, and had no control over their pay or hours. TWIA dictated how they performed their work—even after transitioning them to remote roles. The Eleventh Circuit applied the six-factor economic reality test from Scantland v. Jeffrey Knight, Inc., emphasizing that no single factor is dispositive. Instead, the focus is on the worker’s economic dependence on the company. The court found that five of the six factors weighed in favor of employee status, reversing the trial court’s summary judgment and sending the case to a jury. Key takeaways from the decision include: Control Matters: The companies’ significant control over the adjusters’ work and schedules undermined their classification as independent contractors. Economic Dependence Is Central: The court stressed that the ability to deduct expenses or maintain licenses does not negate economic dependence. Indefinite Engagements Raise Red Flags: The long-term, exclusive nature of the relationship suggested an employment arrangement. Essential Services Tip the Scale: The adjusters’ work was integral to the companies’ operations, further supporting employee status. The court’s conclusion was striking: “If a jury could not reasonably find that the workers were economically dependent under these facts, it’s not clear that a professional working from home could ever establish economic dependence under the FLSA.” What Employers Should Do This case serves as a cautionary tale for employers. Simply labeling a worker as an independent contractor does not insulate a company from liability. Employers must evaluate the actual working relationship using the economic reality test. Misclassification can lead to substantial legal exposure, including back pay, penalties, and litigation costs. Employment counsel should guide clients in conducting regular audits of contractor relationships, ensuring that classifications align with the realities of the work performed. When in doubt, err on the side of caution — and compliance.
November 3, 2025
Estates and Trusts
Spotlight on Intestacy: Liam Payne and the Importance of Planning Ahead
When One Direction's 31-year-old band member, Liam Payne, fell from an Argentinian hotel balcony to his tragic death in October 2024, he left his then 8-year-old son, Bear, fatherless. However, as the sole heir to his father's fortune, the young grade-schooler had instantly and unwittingly become the playground's "most eligible bachelor." Fortunately, it seems, Bear's "mum," Girls Aloud singer/actress Cheryl Tweedy, has, together with Payne's former music lawyer, successfully secured court-appointed co-administrative control over Payne's estate and with it, Bear’s inheritance. For her part, although Tweedy has remained out of the public spotlight for most of the past year since Payne's untimely death, Tweedy has publicly been quoted as intending to block her son's access to the money until he turns 25 and possibly doling out portions of it in the years thereafter. These are commonly used provisions in trusts intended to protect minors and young adults from themselves. Tweedy is credited with recognizing that unfettered access to Bear’s inherited wealth any earlier would likely be problematic for him in numerous ways, including making him a target for unscrupulous sycophants or blowing it all on any combination of vices (the whole "male frontal lobe not fully closing 'til age 25" reality). While Bear is not expected to want for anything, Tweedy is generally credited with wanting Bear to grow up appreciating the "value of a dollar" (or an English pound, in this case). Commendable, if only due to its apparent rarity these days, for a celebrity to espouse such a grounded outlook. Brava, Ms. Tweedy. Brava. But, if it were truly this easy, why do any estate planning at all? Even assuming the best of intentions of a surviving parent, how could lack of planning, and particularly lack of a trust over one's assets, go completely sideways? Using young Bear Payne’s situation as a guide, let us begin to count the ways: Probate and Taxes. Intestacy necessitates probate, which can be a costly, time-sucking hassle, and delay. Also, depending on the amounts involved and the jurisdiction, the resulting tax consequences could be substantial, especially compared to a potentially tax-free disposition had a simple trust transfer been documented while Payne was alive. Court-appointed estate administrator(s). You cannot presume the person or people you would want or expect to be in charge will actually be appointed by the court. It is not a foregone conclusion that anyone, in particular, will be appointed. In any event, unscrupulous relatives, "friends," and/or advisors may tie things up in costly legal proceedings, vying for access and control (and the enticement of a not-insignificant paycheck for their services)! No creditor protection. Without the typical spendthrift protections of a trust, creditors of Bear will be able to reach the inheritance assets even if Bear’s mum has withheld the funds from Bear to try to protect Bear from himself. Bear the heir. Bear, himself, is empowered to insist on distributions as soon as he comes of age. As if a teenager needed any other excuse to seek early emancipation! Unless a formal guardianship or conservatorship is imposed (for reasons unrelated to his inheritance rights), Bear will be entitled to insist on receiving all of it, regardless of what his mum thinks is best for him at that point. Lest one jump too quickly to buy into the guardianship/conservatorship option, I caution one to look no further than the Brittany Spears saga to appreciate why this is not necessarily the way to go. Co-fiduciary deadlock. For now, at least, there have been no public reports of any disagreement between the co-fiduciaries. As the ongoing litigation between Jimmy Buffett’s co-fiduciaries reflects, even hand-picked equals can find themselves deadlocked. The single-most important takeaway from Liam Payne’s situation is that it is never too early to plan. My first boss, a former Army flag officer, counseled me to always have a back-up plan in case one under our “command” was “hit by a bus” and didn’t make it into work (I had just been promoted, and the bookkeeper and payroll manager reported to me). In the estate planning context, lack of planning means leaving matters to chance and risking both your loved ones and the wealth you hope to leave behind for them. Refusing to address end-of-life decisions can be a very costly choice. And make no mistake, not deciding is still deciding. As the classic rock line goes: “If you choose not to decide, you still have made a choice.” (Rush, Freewill, 1980). Cheryl 'will block Bear from Liam Payne's inheritance' until he reaches major milestone, Metro.co.uk
October 30, 2025
Bankruptcy
Global Capital, Local Law: Navigating the Risks of U.S. Bankruptcy
When raising capital in the U.S., owners and directors of foreign companies have to be cognizant of how restructuring can be used by creditors to displace management and shareholders. A recent decision by the U.S. District Court for the Southern District of New York, which upheld a bankruptcy court’s order imposing sanctions on former owners and directors of Eletson Holdings Inc. (“Eletson”), underscores the importance for company leadership, particularly those facing financial distress, to fully understand the scope of obligations under U.S. bankruptcy law. Eletson was the parent of a Greek-based international gas shipping enterprise operating a fleet of 18 medium- and long-range oil and gas tanker vessels carrying a wide range of refined petroleum products and crude oil. The business was operated through companies that were closely held by several related Greek family groups, each holding equity through offshore trusts. The three majority shareholders of Eletson, each holding a 30.7% interest, included the family of Laskarina Karastamati, controlled Lassia Investment Company (“Lassia”), the family of Vassilis Kertsikoff, controlled Family Unity Trust Company (“Family Unity”), and the family of Vassilis Hadjieleftheriadis, controlled Glafkos Trust Company (“Glafkos”). Each was organized under the laws of Liberia. The minority shareholders of Eletson were Elafonissos Shipping Corp. and Keros Shipping Corp. During the Chapter 11 proceedings, the board of directors of Eletson consisted of 1) Vassilis Hadjieleftheriadis, 2) Konstantinos Hadjieleftheriadis, 3) Ioannis Zilakos, 4) Emmanuel Andreoulakis, 5) Vassilis Kertsikoff, 6) Eleni Giannakopoulou, 7) Panagiotis Konstantaras, and 8) Laskarina Karastamati. Eletson was forced into bankruptcy in March 2023 when three creditors (the “Petitioning Creditors”) commenced involuntary Chapter 7 proceedings against the company and two affiliates (Eletson Finance (US) LLC and Agathononissos Finance LLC) (the “Debtors”). In re Eletson Holdings Inc. et al. (“Bankruptcy Proceeding”), No. 23-10322 (Bankr. S.D.N.Y.) In September 2023, the case was converted to a voluntary Chapter 11 proceeding. The Petitioning Creditors and the Debtors submitted competing reorganization plans. Under the plan proposed by the Debtors, the Greek families who held a majority interest in Eletson prior to bankruptcy, committed to provide funds to the entity in exchange for their continued control. The creditors, by contrast, promised to contribute $53.5 million in cash to Eletson through an offering of equity rights to holders of unsecured claims, which would be backed up by a commitment amount by one of the Petitioning Creditors of the same value. After contentious fights and lengthy hearings, the bankruptcy court found that the plan proposed by the Debtors was unconfirmable and not feasible and approved the creditors’ recapitalization plan. The Debtor’s plan was unconfirmable because it did not contribute new value: (1) the supposed new value contribution was not new because it came from inside the Debtors’ capital structure, (2) the contribution was contingent upon a final award in pending arbitration proceedings, and (3) there was no adequate proof that the funds committed by the majority shareholders would be available over such a long-time horizon. The $37 million in new shareholder value proposed, even if available, did not provide sufficient funding to make all required payments on the effective date of the plan. The Bankruptcy Court ruled in favor of the creditors’ plan of reorganization (the “Plan”) because it provided sufficient funding to meet all effective date obligations, and because the creditors had escrowed $43.5 million in cash to fund the plan. On October 25, 2024, the Bankruptcy Court confirmed the Plan proposed by Petitioning Creditors (the “Confirmation Order”). The Confirmation Order vested control of Eletson in the Petitioning Creditors rather than the three Greek families that had previously controlled the company. On the date the Plan was to become effective, “all property in each estate” vested “in Reorganized Holdings, free and clear of all liens, claims, charges or other encumbrances.” Plan § 5.2(c). Section 5.4 of the Plan provided that all notes and stock and other documents evidencing or giving rise to claims against an interest in debtors were canceled and the obligations of the debtors thereunder or in any way related thereto were released, terminated, extinguished, and discharged. Plan § 5.4. The members of the board of directors of each Debtor, prior to the date the Plan went into effect, were “deemed to have resigned or otherwise ceased to be a director or manager of the applicable Debtor.” Plan § 5.10(c). Eletson Holdings was deemed to be Reorganized Holdings, and the equity of the old Eletson Holdings was vested in its new owners. Reorganized Holdings was to be managed by a new board consisting of three directors: (i) one director selected by the Plan Proponents, (ii) one selected by the Plan Proponents but subject to the consent of the Unsecured Creditors’ Committee, and (iii) an independent director selected by the Unsecured Creditors Committee. The Confirmation Order provided: “The Debtors and the Petitioning Creditors and each of their respective Related Parties were directed to cooperate in good faith to implement and consummate the Plan.” Confirmation Order ¶ 5(i). Furthermore, the Confirmation Order mandated: “Upon entry of this Confirmation Order, all Holders of Claims or Interests and other parties in interest, along with their respective present or former employees, agents, officers, directors, principals, and affiliates, shall be enjoined from taking any actions to interfere with the implementation or consummation of the Plan or interfering with any distributions and payments contemplated by the Plan.” The Plan became effective on November 19, 2024 (the “Effective Date”), 14 days after it was entered. Thus, on the Effective Date, the board members of the former Debtors were deemed to have resigned, the new board of directors was deemed appointed, the equity interest in the former holders was extinguished, and the equity interest was vested in the new holders. Following the Bankruptcy Court’s confirmation of the Plan, but before the Plan was effective, Elafonissos Shipping Corporation and Keros Shipping Company, the former minority shareholders of Eletson, sought relief from a court in Greece to appoint a temporary board to manage the company while the Confirmation Order was being appealed and with the specific mandate to obtain judicial protection, to support an appeal already filed against another order of the United States Bankruptcy Court for the Southern District of New York, and to seek other remedies and means provided by law, before the Greek Courts, in order to challenge the Confirmation Order. On November 12, 2024, the Greek Court issued an ex parte interim order replacing certain resigning directors of Eletson Holdings and appointing “Provisional Appointees” in their stead to join the remaining directors to form a provisional board of Eletson Holdings. On November 25, 2024, reorganized Eletson Holdings filed an emergency motion seeking an order imposing sanctions on Eletson’s former shareholders, officers, directors, and counsel because their actions outside of the United States frustrated the ability of the new owners of Reorganized Holdings to conduct business as contemplated by the confirmed plan. See In re Eletson Holdings Inc., Case No. 23-10322, Dkt. 1268. The Bankruptcy Court held a trial on the sanctions motion on January 6, 2025, which resulted in an oral decision granting the sanctions motion, followed by an accompanying order on January 29, 2025. Dkt. 11396, 1402. Notwithstanding that order, Eletson’s former management continued to fail to comply with their obligations under the Plan. The Bankruptcy Court had to issue orders enforcing the Plan and directing Eletson’s former shareholders and management to cooperate. In March 2025, the Bankruptcy Court found the legacy Eletson board of directors in contempt and ordered a $5,000 per day fine until they obeyed the Plan’s requirements. Id., Dkt. 1536, 1537. On July 2, 2025, the reorganized Eletson debtors obtained a court order granting a motion for attorneys’ fees and costs after asserting that Eletson’s former majority and minority shareholders, among others, treated the Bankruptcy Court’s authority and the confirmed Plan with contempt and “inflicted direct and measurable harm” by, among other things, forcing the reorganized company to seek enforcement of the confirmation order in Liberia and Greece. Dkt. 1712. The Bankruptcy Court increased the sanctions with respect to certain persons to $10,000 per day. Dkt. 1716. The former majority and minority shareholders appealed the orders imposing sanctions. In its September 26 decision, the U.S. District Court affirmed the Bankruptcy Court’s order. The Eletson Holdings illustrates how U.S. bankruptcy law empowers creditors with robust tools to restructure distressed entities, even to the point of displacing entrenched management and shareholders. The court’s willingness to enforce its orders across borders, impose sanctions, and penalize noncompliance underscores the importance of understanding the full scope of creditor rights and judicial authority in U.S. insolvency proceedings. For international businesses, especially those with complex ownership structures, the lesson is clear: cross-border capital raising demands not only financial sophistication but also a deep appreciation of the legal landscape and the risks of losing control.
October 29, 2025
Commercial Litigation
D.C. District Judge Narrows Case Between E-Commerce Giants, Temu and Shein
In December 2023, Temu (operated by Whaleco Inc.), a general e-commerce platform specializing in drop-shipping resale goods sold at deep discounts, filed suit against Shein, a similarly structured fast-fashion clothing manufacturer. In their suit, Temu alleged that Shein perpetuates a "mafia-style" scheme to monopolize the fast-fashion market through supplier intimidation, trade secret theft, and abuse of the Digital Millennium Copyright Act. Temu claimed that Shein coerced Chinese suppliers, who provide the overwhelming majority of Temu’s inventory, into filing over 33,000 allegedly baseless copyright takedown notices on Temu’s website in order to disrupt Temu's operations. Shein countersued in August 2024, accusing Temu of encouraging sellers to infringe intellectual property rights, stealing Shein's trade secrets and product designs, and operating a counterfeiting-reliant business model. This battle between Shein and Temu reached a critical moment on September 30, 2025 when a district judge in the District of Columbia dismissed key claims of plaintiff Temu, while allowing Temu’s intellectual property claims to proceed. This recent ruling proved a strategic victory for Shein. The court dismissed Temu's antitrust claims under the Sherman and Clayton Acts, ruling that the alleged anticompetitive conduct occurred in China and fell outside U.S. jurisdiction. The court dismissed Temu's trade secret claims for similar reasons, as the alleged theft of trade secrets occurred overseas. However, the court left Temu's intellectual property claims intact, finding that Temu adequately pleaded infringement of its trade dress by Shein, direct copyright infringement related to Temu’s promotional mobile phone games, and violations of DMCA Section 512(f) for knowingly issuing false copyright takedown notices. This case underscores critical challenges for companies operating in global e-commerce markets – especially as international drop shipping business models become increasingly ubiquitous. In particular, U.S. courts have faced increasing difficulty addressing allegedly anticompetitive conduct by overseas entities whose actions may still be felt in the U.S. Meanwhile, such actors continue to misuse DMCA takedown procedure to gain a competitive edge in the market rather than as an IP protection tool. As both companies face broader regulatory scrutiny worldwide (Temu recently paid $2 million to the FTC to settle INFORM Consumers Act violations), this case may influence how courts evaluate jurisdictional questions in international supply chain disputes and assess claims of DMCA abuse in competitive marketplaces.
October 27, 2025
Estates and Trusts
The Legal Playbook for Athletes Crossing Borders
The 2025-2026 NBA season started with a bang last Tuesday night. It is reported that 135 international players from 43 countries are on the court this season. When an athlete leaves their home country to pursue a professional or collegiate career in the United States, the transition involves far more than training schedules, new teammates, and different coaching styles. It is also a major legal and financial shift. Immigration status, contract terms, taxes, and estate planning all come into play — often at once. Without the proper legal documents in place, even the most talented athlete can find their career and income at risk. The first and most fundamental step is securing the right visa and immigration documentation. Most international athletes arrive under a P-1 visa, for those internationally recognized athletes competing professionally, or an O-1 visa for athletes who demonstrate extraordinary ability in their sport. Collegiate athletes often enter the U.S. on an F-1 student visa. It’s critical that the visa category matches the athlete’s intended activities, whether training, competition, or endorsement work and that both the athlete and the sponsoring organization (professional team or university) comply with the visa’s terms. Working outside the scope of a visa, such as signing sponsorships or promotional deals without proper authorization, can lead to serious tax consequences and even more dire immigration consequences, which could jeopardize the athlete’s future entry into the country. According to Michael Freestone, Immigration Attorney and Principal at Offit Kurman, “For student athletes, the evolving rules around NIL compensation add another layer of complexity. International students on F-1 visas are generally prohibited from earning income outside authorized employment, meaning many cannot legally profit from NIL activities while in the U.S. Although F-1 students can earn “passive” income, the legal grey area with NIL activities makes such income problematic and could jeopardize the student’s status. Some athletes are exploring creative solutions, such as establishing businesses in their home countries or deferring income until after graduation, but these strategies should always be reviewed by an attorney experienced in both immigration, tax and contract law to avoid inadvertent violations.” Tax compliance often catches international athletes off guard. The U.S. tax system is complex, even for citizens, and foreign athletes are often surprised to learn they may owe taxes in both the U.S. and their home country. To avoid double taxation and other pitfalls, every athlete earning income in the U.S. should consult a tax professional familiar with cross-border income and endorsement deals. Proper withholding and filing documentation are essential to prevent crushing surprises at the end of the season. Beyond taxes, every international athlete must consider basic estate and incapacity planning. A durable power of attorney allows a trusted person to manage financial or legal affairs if the athlete is abroad or incapacitated. A health care proxy ensures that someone can make medical decisions in an emergency. These documents are often overlooked until a crisis strikes, but they help prevent confusion and protect the athlete’s interests during critical and unexpected moments. Estate planning itself is another critical piece of the puzzle. Even young athletes, particularly those signing lucrative contracts or endorsement deals based on their Name Image and Likeness (NIL) rights, can accumulate substantial assets quickly. A trust can make sure those assets are managed and distributed according to their wishes. For athletes with family members abroad, these documents also help avoid international probate complications and unnecessary tax burdens. Insurance coverage deserves equal attention. Health insurance is essential, but athletes should also explore disability insurance to protect against career-ending injuries and liability insurance to cover potential risks from public appearances or endorsement deals. Life insurance can also provide long-term planning options when the athlete’s professional sports career is long over. For student athletes, the evolving rules around NIL compensation add another layer of complexity. International students on F-1 visas are generally prohibited from earning income outside authorized employment, meaning many cannot legally profit from NIL activities while in the U.S. Crossing borders to compete in the U.S. can be a career-defining opportunity, but it also requires a careful understanding of the legal landscape. From visas to trusts, international athletes benefit from assembling a strong team off the field — an immigration lawyer, a tax advisor, an insurance professional, and an estate planning attorney who understands the unique intersection of sports, law, and global mobility. A little preparation now can safeguard a lifetime of achievement later.
October 27, 2025
Mergers and Acquisitions
How Early Legal Counsel Shapes a Smooth Deal
Selling a business is never just about numbers on a page, it’s about preparation, people, and navigating the unexpected. Mike Mercurio presents a compelling series of conversations with client and former Fireline owner Anna Gavin, as she shares the real story behind her company’s sale. From the private moment she first decided to sell, to the surprise challenges of disclosure schedules, and the essential role of trusted advisors, Anna offers a rare, inside look at what the process truly feels like. Whether you’re years away from a sale or already planning one, her journey provides invaluable lessons on timing, team, and trust. In Part 6, the last of our Selling Your Business series, client and former Fireline owner Anna Gavin shares how early involvement from legal counsel Mike Mercurio and Offit Kurman set the tone for the entire transaction. Beyond just reviewing Letters of Intent (LOIs), the legal team played a crucial role in educating and mentally preparing her for complex steps ahead well before they became urgent tasks. This proactive approach helped avoid surprises and ensured the process moved smoothly, highlighting the value of strategic legal guidance from day one.
October 24, 2025
Business
The SMB Market Is Moving: Record SBA Lending, Strong Deal Flow, and What It Means for Buyers
According to the latest BizBuySell report, Q3 2025 saw 2,599 small business sale transactions. This is an 8% year-over-year increase and 11% growth over Q2. Data also shows a steady wave of buyers are seeking the right opportunity to operate and grow established businesses. In parallel, the Small Business Administration (SBA) was on pace to close $4.8 billion in loan approvals before the federal shutdown temporarily paused operations. This is the highest volume of capital deployed to small businesses in a single fiscal year. That includes over 84,400 7(a) and 504 loans, amounting to 1,600 loans a week. The appetite is clear. What’s Fueling the Market? Despite macroeconomic pressures (inflation, tariff-driven supply costs, etc.), many buyers remain focused on long-term fundamentals. The median sale price for a business this quarter was $320,044, down slightly from last year. This is likely a lower sale price than many Searchfunders/Independent Sponsors are targeting, but the data also shows a shorter time on market (149 days), evidencing strong buyer demand. Essential services were the leading category of sales. I work with buyers, investors, and operators on a daily basis. Here is what I am noticing: These Are Small Businesses — Not Just Small Corporations Many of these deals involve main street and lower middle market businesses, where the seller is not just the owner — they’re often the primary operator, manager, and customer relationship lead. This model can work well, but it’s important for buyers to go in with eyes wide open. These are not absentee owner businesses. These are owner-operator businesses, and unless the buyer has a plan to step into the day-to-day, or grow and install leadership, the absence of middle management may lead to significant demands on the business owner's time. Diligence Is Critical — Especially for Deals at or below $1 Million Buyers and advisors need to scrutinize: Owner reliance — Will customer or vendor relationships walk out the door post-close? Documentation gaps — Are there written contracts? Employment terms? Assignable leases? Many of these businesses fail to properly maintain documentation. Employee risk — What’s the true culture, compensation model, and turnover rate? System maturity — Is there any standardization, or will you be rebuilding ops from scratch? The Desire to Own Must Match the Business Type Entrepreneurship through acquisition (ETA) is a powerful path. But not every business fits every buyer. I always advise clients to ask: “Do I want to run this business, or do I just want to own it?” In the start-up world this is called "founder-market fit." The same concept applies here. Some deals are perfect for someone who wants to buy a job and eventually grow it. Others might require an immediate team build or capital outlay to systematize operations. It’s critical to understand the type of role you’re buying into, the basics of the industry, and what that means when operating solo or with lean support. Deals Are Happening — But You Need the Right Team This market shows real momentum. That being said, deals still require precision. That means: Structuring with SBA or seller financing Negotiating reps, indemnities, and transition terms Performing adequate due diligence Aligning tax, legal, and operational diligence Preparing to serve as both the owner and the operator (or installing trusted leadership) I work closely with searchers, independent sponsors, and advisors both during the acquisition and long after the closing. From real estate and contracts to employee issues and outside general counsel support, you need the support to manage the risk and build the value. It is exciting to see the growing volume of deals and buyer interest. But remember not to lose sight of the need to find the right acquisition target and to protect your downside.
October 23, 2025
Labor and Employment
The Warning Signs Managers Miss: How to Build a More Transparent Workplace
It's not uncommon for employers to be caught off guard by union organizing. Managers frequently describe the experience the same way: “I had no idea.” By the time a representation petition is filed with the National Labor Relations Board (NLRB), the campaign may have been underway for weeks or even months, quietly, strategically, and largely unnoticed. Understanding why management often misses the warning signs and how to build a more transparent workplace culture is critical for maintaining trust among employees. Even well-intentioned and attentive managers can overlook early warning signs of organizing activity. A lack of complaints is often mistaken for employee satisfaction, but silence can just as easily signal dissatisfaction, especially when workers feel their concerns won’t be heard or addressed. Communication gaps also play a major role: frontline supervisors are typically the first to notice shifts in morale or group dynamics, yet they may not report these patterns upward or may fail to recognize their importance. Finally, over time, routine dissatisfaction about scheduling, workload, or management style can become so familiar that it fades into the background, even as it quietly fuels collective frustration. The most effective way to avoid being caught off guard by organizing activity is to create a workplace culture where employees feel genuinely heard, respected, and valued. This requires intentional, ongoing effort. First, open and consistent communication is essential, providing employees with regular opportunities to share feedback, raise concerns, and see that their input leads to meaningful action. Second, supervisors should be trained to recognize shifts in morale and to respond effectively, since they are often the first to sense when issues are brewing. Employers can also benefit from conducting periodic check-ins, such as engagement surveys or small-group discussions, to identify recurring themes of employee dissatisfaction. When management understands the root causes of dissatisfaction and addresses them early, employees are less likely to seek outside representation. It's important to remember that employees have a legally protected right to organize and engage in concerted activity under the National Labor Relations Act. The goal isn't to suppress organizing, but to address the underlying workplace issues that may lead employees to seek union representation in the first place. By staying attentive, transparent, and proactive, employers can work towards fostering a cohesive, engaged workplace and avoiding the all-too-common refrain: “I had no idea."
October 22, 2025
Estates and Trusts
Is Your Will Valid After You Move? How Relocation Affects Your Estate Plan
According to a recent study conducted by Consumer Affairs, the average American moves 11.7 times in their lifetime. While the majority of these moves occur within the same county, or city, millions of Americans move every year from one state to another. When a client executes a will and subsequently moves to another state, an obvious concern arises: Will their will, drafted in one state, be admissible to probate in their new state of residence? The short answer is that most states will admit a will to probate that was validly executed under the laws of another state based on the Full Faith and Credit Clause of the U.S. Constitution and basic principles of comity. New York, in fact, has a statute directly on point; EPTL § 3-5.1 provides that a will executed outside the state is valid within the state if it is in writing, signed by the testator, and otherwise executed in compliance with the laws of New York, the jurisdiction in which the will was executed, or the jurisdiction in which the testator was domiciled, either at the time of execution or at the time of death. New Jersey similarly provides, pursuant to N.J.S.A. § 3B:3-9, that a will executed in compliance with New Jersey law is valid within the state regardless of where it was executed. N.J.S.A. § 3B:3-9 further provides that a will that is not executed in compliance with New Jersey law is nevertheless valid if it is executed in compliance with the state or country where the will was executed, or the state or country where the decedent was residing at the time of the will’s execution or at the time of the decedent’s death. However, there are significant differences in the probate laws of each state that can make executing a new will a prudent decision. Choice of Executor Many states only have minimal requirements for who may serve as executor of an estate. For example, New Jersey law provides that so long as an individual is 18 years old and competent, they may serve as executor of a decedent’s estate. In contrast, New York law provides, pursuant to SCPA § 707, that, a non-citizen, non-domiciliary may not serve solely as executor of an estate; a domiciliary co-executor must be appointed. Further, a person who does not possess the qualifications required of a fiduciary by reason of substance abuse, dishonesty, improvidence, want of understanding, or who is otherwise unfit, is also disqualified from serving as executor. The court may, in its discretion, also disqualify an executor who is illiterate or who has been convicted of a felony. Inheritance Tax An inheritance tax is levied on the assets received by the beneficiary of an estate. This is in contrast to an estate tax, which taxes the entire corpus of the decedent’s estate regardless of the ultimate beneficiaries. While the vast majority of states do not have a state inheritance tax, several states still maintain an inheritance tax, including New Jersey. The inheritance tax applies to bequests to relatives, including brothers, sisters, aunts, uncles, nieces, nephews, and distant relatives, as well as non-related individuals. Suppose a domiciliary of Florida (which does not have an inheritance tax) wishes to provide a bequest to their longtime romantic partner. If the bequest is made under the client’s will and they later move to a state with an inheritance tax, the client may inadvertently subject their romantic partner to a hefty inheritance tax. Thoughtful planning could be employed to avoid this result. For example, rather than leave the bequest under their will, the client may make the same gift during their lifetime. State-Level Estate Tax Another potential concern when changing domiciles is state-level estate taxes. In 2025, the federal estate tax threshold for individuals is $13.99 million. As such, very few individuals have federal estate tax issues. While the majority of states do not impose a state estate tax, a significant number of states still maintain an estate tax. Overwhelmingly, the state estate tax threshold is significantly lower than the federal estate tax threshold. For example, a will drafted in Oregon will likely have been drafted with the $1 million estate tax exemption threshold in mind. As such, married clients with relatively modest assets may employ an estate planning technique called a “credit shelter trust,” a trust designed to fully use the decedent’s remaining estate tax exemption amount at the time of their death. If the client later moves to New York, where the state estate tax threshold is currently $7,160,000, funding a credit shelter trust may no longer be necessary or even advisable. The trustees of the credit shelter trust, typically the surviving spouse and one or more independent trustees, will likely be obligated to administer a trust that may not serve a functional purpose, all the while incurring unnecessary administrative expenses. Statutory Right of Election Another potential concern is that a will drafted based on the spousal rights of one state may lead to unintended consequences if the client later changes their domicile. For example, many states permit the surviving spouse to “elect” against a decedent’s will, taking an inheritance based on a statutory formula as opposed to what is provided to them under the will. The laws of each state vary significantly in how the elective share of the surviving spouse is determined. A client may prefer to transfer the maximum amount of their assets possible to their children or other beneficiaries at their death, especially if their spouse has significant personal assets or if they are in a second marriage and have different beneficiaries than their spouse. As such, they may provide directions that their spouse is only to receive their elective share. If the client later changes their domicile, they may inadvertently provide significantly more (or less) to their surviving spouse than they may have intended, inviting conflict, ambiguity, and potentially subverting the client’s testamentary intent. Conclusion If a client moves from one state to another, they should strongly consider consulting with local counsel. This ensures that their will is valid under the new jurisdiction and continues to align with their estate planning goals. Even if the client’s will is valid and does not need to be re-executed, it is nevertheless essential that advanced directives such as health care proxies, powers of attorney, and appointments of standby guardianship are updated when moving to a different jurisdiction, as many states have statutory forms, and out-of-state forms may be rejected by health care providers and financial agencies.
October 21, 2025
Family Law
Can My Spouse Move Away with the Kids? What the Law Says About Relocation During Divorce
When parents separate, questions about where the children will live, and whether one parent can move away with them, often become some of the most emotionally charged and legally complex issues. Before a custody order is in place, understanding your rights and the court’s approach to relocation is essential. If a custody order has not yet been entered, both parents technically have equal rights to the children. However, that doesn’t mean one parent can pack up and leave. Courts view relocation during a pending divorce as a major decision that directly affects the children’s stability and the other parent’s rights. A move, even within the same state, can impact where the case is heard and how custody is ultimately decided. Judges base relocation decisions on the best interests of the child, not the convenience of the parent who wants to move. Factors may include: The reason for the move (new job, family support, safety, etc.) The distance involved and how it affects visitation The child’s age, school, and community ties Each parent’s relationship with the child Whether the move appears to be an attempt to interfere with the other parent’s time If your spouse has already moved or is threatening to, contact your lawyer immediately to determine whether or not an emergency order or injunction is warranted to have the child returned or to stop the move. Once custody is established, a parent who wishes to move usually provides advance written notice-often 60 to 90 days-before relocating. The other parent may then object and request that the court hold a hearing. In Maryland, for example, the court may include language in a custody order that requires the moving parent to file written notice with the court, the non-moving party, or both at least 90 days before the proposed move, whether it’s in-state or out-of-state. If you fear your spouse may move away with your children, speak with a family law attorney immediately. Taking early action may prevent a relocation before it happens. It is also important to document communication — texts, emails, or statements about moving. You may request temporary custody or access orders as soon as possible. Be sure to stay calm and cooperative. Courts tend to favor parents who act responsibly and keep the children’s needs first. Law protects both parents’ rights to maintain meaningful relationships with their children, and judges look closely at whether a move truly benefits the child or simply disrupts the other parent’s bond.
October 21, 2025
Labor and Employment
The Hidden Cost of Remote Work: Who Pays for the Home Office?
Remote work is now a customary feature of many workplaces. Until recently, employer policies (if any) governed payment of the job-related expenses incurred by remote workers. However, a number of states have now enacted express mandates for payment of remote employment expenses. California, Illinois, Iowa, Massachusetts, Minnesota, Montana, New Hampshire, New York, North Dakota, Pennsylvania, South Dakota, and the District of Columbia have statutes that require employers to reimburse employees for certain remote work expenses. The city of Seattle also requires payment of “remote work expenses” under its wage payment statute. There are three different types of expense reimbursement laws: Required Reimbursement Most of these states require reimbursement of “necessary” expenses that relate to the performance of the employee’s duties. Those states are California, Illinois, Massachusetts, Montana, North Dakota, South Dakota and the District of Columbia. Conditional Reimbursement Two states make reimbursement conditional on the employer’s policy. Iowa requires reimbursement of expenses “authorized by the employer;” and New York only requires payment for expenses that are “promised” to the employee. Equipment/Tools Reimbursement Two states do not have the “necessary” condition for reimbursement but require payment for equipment or tools based on their use in connection with employment. Minnesota requires reimbursement of expenses for “equipment used” in for work, except “tools of the trade.” New Hampshire similarly requires payment for any expenses “incurred at the request of the employer” except for “expenses normally borne by the employee.” All of these state laws commonly require more extensive reimbursement for work expenses compared with the narrower typical expense reimbursement practices historically used by employers. However, detailed guidance on the scope and nature of required reimbursements is not yet provided in these state laws. State laws that require employers to reimburse the expenses of remote workers typically define the costs covered in terms of whether they are “necessary” for discharge of the employee’s duties and directly related to the kind of work performed. Although not expressly stated in these laws, the underlying premise is that the expenses would not have been incurred unless the employee was performing remote work for the employer. Clearly, the definition of reimbursable expenses is very broad, since any equipment, software, connectivity, or furniture that is actually and routinely used to perform work can be seen as “necessary.” Typical examples of reimbursable expenses would include computer equipment, printers, cellphones, internet connections, software licenses, and cameras/microphones for video conferencing. However, the definition of expenses that are required to be reimbursed is broader than the typical scope of equipment that is reimbursed or furnished to the employee. For example, if a desk or an ergonomic chair is necessary for performance of the employee’s duties, then it may well fit the definition of a reimbursable expense under state law. As a general rule, any expenses that would be incurred by the employee if the employee were not working for the employer are not covered by the state reimbursement laws. Certainly, any normal living expenses (such as food, furniture, electric power, etc.) are not reimbursable under these laws. Also, any personal luxury items that are not necessary for the work (such as decorations for a home office) are not covered. The state statutes do not distinguish between temporary and more long-term remote work for purposes of reimbursement. None of the state laws address how the allocation of expenses that are used both for work and personal activities should be handled. Under the laws of the seven states that use the “necessary expense” test, it would probably violate the law to require pro rata apportionment, since the expenses are fully reimbursable if “necessary” for work. In the two states where the test is whether the equipment or tools are “used” in connection with employment, a similar analysis could apply. In the two states where the employer reimburses pursuant to its authorization or promises, the employer may allow for partial reimbursement as part of its policy. However, establishing and enforcing the separation of employment-related costs and personal costs would be very difficult. The state of Illinois is an exception to the lack of guidance on reimbursable expenses under state laws. The Illinois law supplies a five-part test for determining what expenses are covered: Whether the employee has any expectation of reimbursement Whether the expense is required or necessary to perform the employee’s job duties Whether the employer is receiving a value that it would otherwise need to pay for How long does the employer receive the benefit Whether the expense is required for the job In more than 75% of the states, reimbursement of remote work expenses is neither required by law nor regulated. As a best practice, however, employers should establish clear, detailed policies that describe what remote work expenses are considered to be necessary and directly related to employee duties, as well as policies for documentation and reimbursement of expenses. These policies may need to vary depending upon the job description, work performed, or disability accommodation.
October 20, 2025
Real Estate
Five Reasons Delaware Reigns Supreme for Business Formation
Why is the majority of Fortune 500 companies incorporated in the state of Delaware? Why are more than 75% of all new initial public offerings in the United States done by companies incorporated in Delaware? Why is Delaware able to generate more than 25% of its general fund revenue from the incorporation business? And, why have other states been unable to steal this business away from Delaware? Here are the top five reasons to form an artificial entity in Delaware. The Delaware court system is well established and highly respected. The Delaware Court of Chancery specializes in corporate issues and uses judges instead of juries. This means that in every litigation, a judge with a lot of expertise in complex corporate law matters will preside, and the opinions are relatively consistent. In addition, Delaware has historically and consistently been ranked one of the top judiciaries in the country. Delaware offers a lot of flexibility for structuring a business entity. Delaware’s corporate statutes are highly flexible with respect to corporate governance, allowing significant freedom in determining the composition, powers, and management structure of the board of directors. The Delaware limited liability company statute creates even more flexibility. If a structure can be imagined, chances are it can be accomplished with a Delaware LLC. Delaware offers greater privacy. Delaware entities do not need to disclose officer or director names on the formation documents. Delaware LLCs do not need to disclose the names of its members. This creates a certain level of privacy, if needed or desired. Investors prefer Delaware entities. Venture Capital investors, investment banks and other lending institutions typically prefer Delaware entities above all other states because of the reasons stated herein. Bi-partisan political consensus. When it comes to corporate law in Delaware, the politicians understand its importance, and Delaware’s importance. The bi-partisan political consensus in Delaware, therefore, attempts to keep the Delaware entities’ statutes modern and up-to-date, and to rely on Delaware’s corporate law specialists for advice on how to do this.
October 20, 2025
Sports Entertainment and Media
From Cameo to Courtroom: George Santos’ Copyright Claims Fall Flat
Despite the best efforts of the government, George Santos refuses to leave the public eye – for now, at least. On September 15, 2025, the Second Circuit affirmed the dismissal of former Congressman George Santos' copyright infringement and state law claims against late night show host and comedian, Jimmy Kimmel, as well as the Walt Disney Company. The case arose from Kimmel's use of personalized videos on his late-night show, Jimmy Kimmel Live! that Santos created through the Cameo platform. Kimmel and his staff submitted paid requests to George Santos through the popular app, Cameo, in which notable public individuals record and send personalized messages in exchange for money. Kimmel proceeded to air these recordings on his late-night show as part of "Will Santos Say It?" segments, which mocked Santos' willingness to create content for money. The district court dismissed all claims under Rule 12(b)(6), finding that the Fair Use doctrine barred the copyright claims, while the state law claims for breach of contract, breach of implied contract, and fraudulent inducement either failed on the merits or were preempted. On the copyright claims, the Second Circuit conducted a thorough fair use analysis under 17 U.S.C. § 107, focusing primarily on the transformative nature of Kimmel's use of the materials for satirical purposes. The court rejected Santos' argument that the use wasn't transformative because Kimmel had "instigated" the videos' creation, emphasizing that transformativeness is judged by what a reasonable observer would think rather than the subjective intent of either party creating the work at issue. The court found Kimmel's use was clearly transformative commentary and criticism, noting that while Santos claimed Kimmel’s purpose in soliciting the recordings was also to mock Santos and demonstrate Santos’ willingness to say absurd things for money, a reasonable observer would view the videos as conveying "feelings of hope, strength, perseverance, encouragement, and positivity." The court also found no harm to the market, since Kimmel's use didn't usurp Santos' market by offering a competing substitute. As for Santos’ state claims, the court affirmed their dismissal on substantive grounds. Santos' direct breach of contract claim failed because he was not considered a party to Cameo's Terms of Service and could not establish third-party beneficiary status under Illinois state law, which requires implied terms to a contract to be "so strong as to be practically an express declaration." His implied contract claim failed under New York law for not pleading essential contractual terms or demonstrating a meeting of the minds. Finally, his fraudulent inducement claim failed because he could not allege actual out-of-pocket losses as required under New York law. While Kimmel could have relied on commentary under Section 107 of the Copyright Act as a non-infringing use, this case reaffirms the power that satire also has to transform a work under the Fair Use doctrine. While deceit may not endear one to the deceiver, neither will it necessarily endanger them in a court of law (depending on the use, of course).
October 17, 2025
Estates and Trusts
Protect Your Loved Ones With a Spendthrift Trust
Providing for someone you care about can be one of life’s great challenges. You may have a spouse or partner who depends on you financially. Or a relative with money problems who sometimes turns to you for help. Perhaps you are fortunate enough to have children and want to give them every possible advantage in life. Whoever you care for, your life’s work may well focus on supporting them. If someone does rely on you, one of the hardest questions to consider is what they would do without you. You might be able to provide for the person financially by leaving them an inheritance under your will or making them the beneficiary of your life insurance. But money can be squandered, and it may need to be protected from bill collectors, unscrupulous “friends,” and possibly even the loved one himself. One of the most effective ways to avoid these hazards is to create a “spendthrift trust.” Whether you are leaving cash, securities, real estate, or the proceeds of an insurance policy, the assets will be managed by one person, called the “trustee,” for the benefit of your loved one, the “beneficiary.” The trust can be set up to disburse money in a controlled manner, ensuring that your loved one is well provided for. The “spendthrift” provisions protect the trust by preventing a creditor from “attaching” the assets — essentially, placing a lien on the trust to satisfy an unpaid debt. Once a distribution is made to the beneficiary, however, the money does become vulnerable to the claims of creditors. The best approach, then, is often to give the trustee the discretion to make or withhold payments as appropriate to help the beneficiary while protecting the trust principal. For a child, you might allow expenses related to health care, education, and general support to be payable in the trustee’s discretion. These could include the cost of health insurance, braces, a private tutor, tuition, the down payment on a house, or the cost of a wedding. You could also include mandatory distributions, such as regular disbursements of any income the trust generates, as well as payments of principal when the beneficiary reaches certain life milestones, such as completing college or reaching a particular age. Under a trust you establish for an irresponsible relative, the trustee might need broader discretion. In this case, perhaps only those expenses the trustee considered to be in the relative’s best interest could be paid for from the trust assets. The trustee could also be required to take into account other resources that might be available to the beneficiary. For example, if the beneficiary makes a reasonable income, the trustee could withhold any distributions, preserving the trust’s assets for things like a financial emergency or eventual retirement. The assets that continued to be held in trust would then lie beyond the reach of most creditors. Another benefit of a spendthrift trust is that it can protect the beneficiary from himself. Most spendthrift clauses prevent the beneficiary from using the trust as collateral for a loan or assigning his interest in the trust to another person. In addition, the trustee can make distributions by paying the beneficiary’s tuition, medical bills, or other expenses directly to the provider, rather than having the money deposited into the beneficiary’s personal bank account. By circumventing the beneficiary himself, these distributions will also generally not be susceptible to creditor claims. The commitment to take care of someone you love doesn’t end when you’re gone. Talk to an experienced estates and trusts attorney to find out whether a spendthrift trust should be part of your estate plan.
October 17, 2025
Estates and Trusts
More Than a Game:Why Young Athletes Need Estate Planning for Their NIL Assets
When college athletes gained the right to profit from their name, image, and likeness (“NIL”), a new era of opportunity began. Take, for example, the University of Texas’s quarterback, Arch Manning, with a deal estimated to be worth $5M; Miami’s Carson Beck, and Ohio’s Jeremiah Smith’s deals are reported to be north of $4M. Endorsement deals, social media sponsorships, appearances, and personal brands have turned student-athletes into entrepreneurs before they have even stepped onto a professional court or field. With these new opportunities come adult-sized responsibilities, and one of the most overlooked is estate planning. Estate planning usually conjures images of elderly retirees or high-net-worth professionals meeting with their equally elderly lawyers. For young athletes making real money from NIL deals, estate planning has become a critical part of protecting what they have built, planning for what comes next, and hopefully, building generational wealth. NIL Rights Are Real Assets A young athlete’s NIL is an intangible but very real property right. The value of your name, image, and likeness can outlast your playing career and even your lifetime. A player’s legacy lives on through merchandise, video games, brand partnerships – to name a few. Without an estate plan, those rights and the income they generate may not be handled according to your wishes if something unexpected happens. Engaging an estate planning lawyer to create a corporate entity like an LLC and then transferring that corporate entity into a trust ensures your NIL assets are managed and protected during your life and transferred to the people or causes you care about when you die - not left to be sorted out in court. Protecting Family and Future Generations Many athletes sign their first contracts by age 18. Despite their young age, it is not uncommon for athletes earning a salary from NIL to already serve as a financial resource to other family members, consider a life after their playing days by investing in businesses, and look for opportunities to give back to the communities that helped them achieve their success in the first place. Each of these reasons amplifies the need for a proper estate plan and the legal infrastructure to ensure that those commitments are carried forward and honored upon injury and death. By establishing an LLC and a trust, you can manage and protect your NIL earnings during your life, manage how those funds are used after your death, and, in some circumstances, minimize taxes. The infrastructure of a trust that holds your LLC that owns your NIL rights allows the you to appoint a trusted adult or a professional fiduciary to help manage the assets responsibly while you focus on your education and athletic career. Building a Foundation for Long-Term Wealth Estate planning not only plans for what happens after you are gone, it also maximizes the growth and preserves wealth while you are here. By thinking strategically, setting up an LLC and a trust to hold your NIL assets, you may also gain tax advantages, protect yourself from lawsuits, and prepare for life after sports. Proper planning can mean the difference between athletes who simply make money and those athletes who build a legacy. Estate planning plays an integral part in ensuring that your brand is a business, and your future is an investment. Modeling Financial Maturity, Responsibility, and Control For young athletes, especially those in the public eye, planning ahead sets an example. It shows future sponsors, teammates, and fans that you are serious about your career, your money, and your name and your legacy. In the same way you train your body and mind, you can also train your financial and legal muscles. Estate planning is part of that discipline — it is another way to take control of your story. Your NIL is more than a paycheck — it is part of your personal legacy. Whether you are signing your first deal or building a brand that will last for decades, estate planning ensures that your hard work benefits you and the people and causes you care about most. Young athletes are learning that financial power comes with legal responsibility. Getting an estate plan in place now is not just smart—it is part of playing the long game.
October 17, 2025
Commercial Litigation
From Onboarding to Offboarding: Building a Turnover Plan That Works
Generally, employees are free to resign at any time. This is the core of “at-will” employment: just as an employer can decide the employment relationship can come to an end, an employee can also make that decision. However, some employees have agreements in place that set the rules for their departure and the associated process. Often, those agreements also set the rules for after the employee has departed. Those rules can include barring the employee from: disclosing confidential information obtained during their employment soliciting the former employer’s clients or customers competing with the former employer If there is no employment agreement, then an employee can leave at any time, and with or without notice. In that situation, it is crucial for an employer to plan what the transition period would look like if an employee chooses to depart. It is a best practice for employers to plan out the offboarding process when the employee is being onboarded. Employers should also prepare for the risk of litigation brought by the former employee. A former employee may choose to file claims against the employer for allegedly violating wage and hour laws, the Americans with Disabilities Act, or federal, state, or local discrimination laws. The statutes of limitations periods for those claims vary, and it becomes crucial that employers focus on keeping records related to each employee. In the event that a former employee commences a lawsuit against a former employer, it becomes crucial to look to documents and records related to the employment relationship. It is a best practice for employers to have an active system for maintaining records related to employees beyond the statutes of limitations periods. Those records may include: Emails Formal reports or complaints Work product Performance reviews Management/operations notes Payroll documents (paystubs, W-2s, 1099s) In New York, courts have strict standards for admitting these types of records into evidence at a trial. The employer’s process for creating and maintaining records is critically important for increasing the chances for success, when faced with these types of claims. One approach that many employers implement is to have an agreement ready for when an employee departs. Often, those agreements include a waiver of claims which can also be customized to the employer’s business, including terms protecting proprietary materials, such as client or customer lists, barring the soon-to-be-former employee from disclosing confidential information obtained during the employment, soliciting the former employer’s clients or customers, or competing with the former employer.
October 16, 2025
Business
Due Diligence: It's Not Just a Checklist
Selling a business is never just about numbers on a page, it’s about preparation, people, and navigating the unexpected. Mike Mercurio presents a compelling series of conversations with client and former Fireline owner Anna Gavin, as she shares the real story behind her company’s sale. From the private moment she first decided to sell, to the surprise challenges of disclosure schedules, and the essential role of trusted advisors, Anna offers a rare, inside look at what the process truly feels like. Whether you’re years away from a sale or already planning one, her journey provides invaluable lessons on timing, team, and trust. In Part 5 of our Selling Your Business series, client and former Fireline owner Anna Gavin reflects with her M&A attorney, Mike Mercurio, what it really felt like to go through due diligence and how even with a well-run, clean business, it was more intense than expected. Initially confident and prepared to tackle a long checklist, she quickly realized that diligence wasn’t just about ticking boxes it was a full-blown deep dive into every corner of the business. From finances and leases to operations and infrastructure, nothing was off limits. She compares it to an IRS audit but ten times. If you're heading into diligence, this is a must-watch for understanding what could be ahead.
October 16, 2025
Family Law
Keeping Divorce Out of the Spotlight
When a marriage ends, most people want the details to stay between them - not in headlines, social media feeds, or public court records. For high-net-worth individuals, business owners, or anyone with a public profile, privacy can be one of the most valuable assets in a divorce. Fortunately, there are proactive steps you can take to protect it. The best way to keep a divorce private is to stay out of court. Litigation creates a public record, including financial disclosures, allegations, and agreements. Mediation is a resolution option that allows both parties to work through issues confidentially with a neutral facilitator. The collaborative divorce process keeps negotiations in private meetings with attorneys and other professionals committed to settlement. Even if court filings are required, resolving most issues privately first minimizes what ends up in the public file. In high-profile cases, attorneys often include confidentiality clauses in settlement agreements. These can restrict both parties from sharing details about finances, parenting arrangements, or personal matters. If you own a business or have sensitive professional information, a non-disclosure agreement (NDA) can prevent your spouse or their advisors from revealing proprietary or reputational details. While court records are generally public, judges may seal specific documents for good cause, for example to protect children’s identities, confidential business information, or sensitive financial data. Your attorney can file a motion to seal portions of the case to limit public access. Privacy in the digital age goes beyond court filings. Avoid discussing the divorce online and ask friends and family not to share posts about it. Even seemingly harmless comments can fuel speculation or reach the media. If you are a public figure, your attorney may coordinate with a public relations professional to handle inquiries or issue a short, neutral statement that minimizes attention. Use secure email and file-sharing systems when exchanging documents with your attorney. Avoid using joint devices or cloud accounts. Anything stored or sent through a shared platform could be accessed or copied. It’s natural to confide in close friends, but word spreads quickly, especially in small or social circles. Limit detailed discussions about your divorce and resist the urge to “set the record straight.” Silence often protects more than explanation. Nothing draws unwanted attention faster than public conflict. Staying composed — even under pressure — helps preserve dignity, credibility, and privacy. The less drama you create, the less there is for others to discuss. Divorce doesn’t have to mean exposure. With the right legal strategy and careful communication, you can protect your family, your reputation, and your peace of mind while moving forward privately.
October 16, 2025
Labor and Employment
EEOC Regains Quorum and Signals Major Policy Shifts Ahead
On October 7, 2025, the United States Senate confirmed President Trump’s nomination of Brittany Panuccio as the third commissioner of the Equal Employment Opportunity Commission (EEOC). Her confirmation restores the commission’s quorum for the first time since early 2025 and gives the agency the power to issue, amend, or rescind regulations and guidance, and to take formal policy action under all major civil rights statutes. Since January, Acting Chair Andrea Lucas has led the EEOC without a quorum, which prevented the agency from adopting or revising rules and limited its ability to pursue systemic litigation or other actions requiring a majority vote. With Commissioner Panuccio joining Lucas and Commissioner Kalpana Kotagal, the EEOC now holds a two-to-one Republican majority. The agency is positioned to act quickly in reshaping key regulations and enforcement priorities consistent with the administration’s civil rights enforcement agenda. Acting Chair Lucas has stated that the EEOC will focus on restoring “evenhanded enforcement of employment civil rights laws for all Americans.” She has identified several priorities, including addressing what she describes as race- and sex-based discrimination linked to diversity, equity, and inclusion initiatives, expanding protections for religious liberty, reinforcing sex-based rights rooted in biological distinctions, and increasing enforcement in areas involving national origin and religious discrimination. The Pregnant Workers Fairness Act Will Likely Be the First Target The Pregnant Workers Fairness Act (PWFA) Final Rule, issued in 2024 under a Democratic majority, is expected to be the first regulatory area the commission revisits. Lucas has long expressed concern that the Final Rule improperly expands the phrase “pregnancy, childbirth, or related medical conditions” to include conditions such as menstruation, infertility, abortion, and menopause. She has argued that these conditions are tied to female biology and not to a specific pregnancy or childbirth, and therefore fall outside the statute’s scope. When the Final Rule was approved in April 2024, Lucas voted against it and issued a statement explaining her opposition. She stated that the regulation “fundamentally errs in conflating pregnancy and childbirth accommodation with accommodation of the female sex.” She also warned that the rule’s structure makes it difficult to sever the portions she viewed as unlawful from those she considered reasonable. In May 2025, the U.S. District Court for the Western District of Louisiana agreed in part, vacating the section of the Final Rule that interpreted the PWFA as requiring accommodations for elective abortions. The court ordered the EEOC to revise the rule, but the agency was unable to do so without a quorum. Now that a quorum has been restored, the EEOC is well-positioned to issue a revised version that reflects both the court’s order and Lucas’s interpretation of the statute. Until the revised rule is published, the current PWFA Final Rule remains in effect except for the vacated abortion provision. Employers should therefore continue to comply with existing requirements while preparing for potential revisions that may narrow the definition of “related medical conditions” and reduce the range of circumstances requiring accommodation. Anticipated Shifts in Other Enforcement Priorities The EEOC is expected to move quickly in several additional areas. The first is diversity, equity, and inclusion initiatives. The agency has already emphasized that Title VII does not recognize any “diversity” or “equity” justification for making employment decisions based on protected characteristics. Employers should expect additional technical assistance and enforcement activity aimed at programs that take race, sex, or other protected traits into account in hiring, promotion, compensation, or participation in mentorship and employee resource programs. The second is religious accommodation. Following the Supreme Court’s decision in Groff v. DeJoy, which heightened the standard employers must meet to show that a religious accommodation would create an undue hardship, the EEOC is expected to take an expansive approach favoring employees. Lucas has a long record of supporting religious liberty initiatives and is likely to prioritize this area in future enforcement actions. The third involves LGBTQ protections. The EEOC may reconsider its interpretation of Bostock v. Clayton County and revisit its 2024 harassment guidance, which included examples related to pronoun usage and access to facilities consistent with gender identity. The agency has already removed certain gender identity resources from its website, suggesting that further revisions are imminent. Finally, the restoration of a quorum means that the EEOC can again authorize systemic or “pattern or practice” litigation and file amicus briefs in significant appellate cases. While reports indicate that the commission has deprioritized cases based on disparate impact theory, employers should remember that private plaintiffs and state enforcement agencies can still pursue such claims under Title VII and related laws. What Employers Should Do Now Employers should continue to comply with the current PWFA Final Rule, but monitor developments closely as the EEOC prepares revisions. They should review their diversity and inclusion programs to confirm that participation criteria and selection practices are neutral and compliant with Title VII. Religious accommodation policies should be updated to reflect the stricter standard established in Groff v. DeJoy, and harassment and equal opportunity training materials should be reviewed for consistency with potential upcoming changes to EEOC guidance. The restoration of a quorum marks a turning point for the EEOC. With full authority restored and a clear policy direction under Acting Chair Lucas, the agency is likely to move swiftly to revise the PWFA regulations, issue new guidance on DEI and religious rights, and revisit prior positions on gender identity and sexual orientation. Employers should expect significant regulatory activity in the coming months and prepare to adapt their workplace policies and practices accordingly.
October 15, 2025
Sports Entertainment and Media
Neil Young and Backing Band Hit Like a Hurricane, Sued for Trademark Infringement by Luxury Jewelry Brand
Luxury jewelry and apparel brand, Chrome Hearts, LLC has filed a lawsuit against rock legend Neil Young and his current backing band, the Chrome Hearts, in the Central District of California, alleging that both the backing band’s use of the “CHROME HEARTS” phrase and Young's use of "Neil Young and the Chrome Hearts" on merchandise (NYTCH) generates significant consumer confusion in the market, and infringes Chrome Hearts' federally registered CHROME HEARTS trademarks. The complaint asserts five causes of action including, federal trademark infringement, false designation of origin, unfair competition under California law, and common law trademark infringement and unfair competition. Chrome Hearts, which has operated its brand since 1988, and frequently collaborates with well-known musicians, argues that Young's band’s incorporation of the exact CHROME HEARTS word mark on merchandise and promotional materials violates their federally protected rights. In support of their contention, Chrome Hearts alleges salient instances of actual confusion, strengthening the plaintiff’s allegations beyond mere hypotheticals. Per the complaint, multiple apparel vendors have already mistakenly assumed a connection between NYTCH and Chrome Hearts, strongly suggesting the consumer perception of a purported relationship between Chrome Hearts, Young, and his band. The complaint also includes images of specific instances of use of Chrome Hearts designs, or designs evocative of Chrome Hearts’ IP, by third party vendors adorning the t-shirts and other merchandise sold at Young’s concerts, even though Young’s official merchandise does not use Chrome Hearts’ registered designs. The complaint further alleges that Young and Co. had knowledge of the alleged infringement, as Chrome Hearts had sent multiple notice letters regarding this alleged misuse prior to filing suit. Chrome Hearts seeks aggressive relief including temporary, preliminary, and permanent injunctions to halt all use of the NYTCH name and Chrome Hearts marks, mandatory recall and destruction of infringing inventory, and damages including attorney fees. If Chrome Hearts’ allegations make it to trial, we will see whether Neil Young truly has a Heart of Gold, or whether this Old Man’s callous disregard for well-established intellectual property rights were left Down by the River back in 1969.
October 14, 2025
Landlord Representation
Rent Filings During the Federal Shutdown: What DC, VA & MD Landlords Need to Know
With the federal shutdown underway, landlords in Virginia, Maryland, and the District of Columbia are asking: Should we pause filings for federal workers? The short answer — no, and here’s why. As the federal government shutdown begins, landlords across the region are understandably concerned about the potential impact on tenants who are federal employees or contractors. While certain state laws provide limited relief for furloughed tenants, landlords should not pause nonpayment filings or alter their standard procedures. Virginia Under Va. Code § 44-209, tenants who are federal employees, independent contractors for the federal government, or employees of companies under contract with the federal government may be eligible for a 60-day continuance of an unlawful detainer case for rent due after the shutdown began. To qualify, the tenant must: Appear in court on the initial hearing date, and Provide written proof that they were furloughed or otherwise not receiving wages or payments due to the shutdown. Importantly, this continuance applies only when the case is for nonpayment of rent, not for other lease violations. Landlords should continue to file nonpayment cases as usual; the court will decide whether a tenant meets the statutory criteria for a continuance. Maryland Under Md. Real Property § 8-401(d), courts may stay (temporarily pause) eviction proceedings for tenants who show that: The property is their primary residence They are a federal, state, or local government employee They were involuntarily furloughed without pay because of the shutdown The stay lasts for a period the court deems reasonable, generally not exceeding 30 days after the end of the shutdown, unless a longer delay is justified. Again, this is a court-granted stay, not a reason for landlords to delay filing. Washington, D.C. D.C. previously enacted the Federal Worker Housing Relief Act of 2019, which temporarily allowed furloughed workers to request up to a 90-day stay of eviction proceedings. That law expired in early 2020 and is no longer in effect. Today, landlords should note that under the D.C. Human Rights Act, treating tenants differently based on their source of income, including federal employment, may constitute discrimination. Overall Takeaway Landlords in Virginia, Maryland, and D.C. should continue handling nonpayment matters in the normal course, allowing courts to determine whether tenants qualify for relief. Do not delay filings or make selective accommodations. Do allow the courts to apply the applicable continuance or stay provisions if a tenant demonstrates eligibility. Avoid differential treatment of tenants based on employment type or source of income. In short: issue notices, file as usual — we will handle the rest in court.
October 9, 2025
Business
The Unsung Heroes of a Successful Exit: Your Advisors
Selling a business is never just about numbers on a page, it’s about preparation, people, and navigating the unexpected. Mike Mercurio presents a compelling series of conversations with client and former Fireline owner Anna Gavin, as she shares the real story behind her company’s sale. From the private moment she first decided to sell, to the surprise challenges of disclosure schedules, and the essential role of trusted advisors, Anna offers a rare, inside look at what the process truly feels like. Whether you’re years away from a sale or already planning one, her journey provides invaluable lessons on timing, team, and trust. In Part 4 of our Selling Your Business series, M&A attorney Mike Mercurio along with client and former Fireline owner, Anna Gavin touch on the critical role that advisors, including financial advisors and Offit Kurman as legal advisors, play throughout the deal process, especially in those intense final weeks leading up to closing. From reviewing contracts and translating legalese into plain English, to offering a safe space for honest questions, Anna reflects on how her legal team became both a guide and sounding board. If you’re thinking about selling, this is a reminder that having experts in your corner isn’t a luxury, it’s a necessity.
October 9, 2025
Elder Law and Advocacy
Guiding Families and Caregivers Dealing with Dementia: Medicare’s New GUIDE Program
If you are caring for a loved one with Alzheimer’s disease or another form of dementia, you already know how overwhelming the journey can be. Between doctor visits, medications, daily routines, and the emotional toll on the family, it can feel totally overwhelming, patching together resources and support. Medicare has finally recognized just how hard this journey is for the patient and the caregiver and recently launched the GUIDE Program (Guiding an Improved Dementia Experience). The GUIDE program was developed by the Centers for Medicare & Medicaid Services, and its purpose is to provide comprehensive and coordinated care for people living with Alzheimer’s disease and dementia, while also offering much-needed support for the caregiver, who shoulders most of the day-to-day responsibilities. GUIDE was designed to improve the quality of life, enabling individuals to stay in their homes and communities longer while also reducing the strain on families by integrating medical, social, and community resources into a cohesive plan. Instead of leaving families to figure things out alone, GUIDE now offers a way to connect you with a care team and a dedicated dementia care navigator. When you enroll in GUIDE, the program starts with a thorough assessment of your loved one’s needs, as well as yours, as a caregiver. From there, the care team works to create a plan that covers both medical and day-to-day support. Every participant in the program is connected with a dementia care “navigator,” someone who helps coordinate services and create individualized care plans, which are updated as needs evolve. That plan might include help with managing medications, guidance on connecting to community services like transportation or meal programs, or even just having someone to call when you need advice. GUIDE also includes education and coaching for the caregiver so that they can feel more confident in their caregiving role. The care team also manages transitions and offers around-the-clock access to provide guidance in moments of crisis. The best part of the GUIDE program is that it is free. To participate, your loved one must be enrolled in traditional Medicare and have a formal diagnosis of dementia. They cannot already be in hospice care, living in a nursing facility, or enrolled in certain other programs, such as Medicare Advantage or PACE. GUIDE’s focus is on people living and remaining in the community, where support is often the most fragmented and where families typically struggle to navigate a confusing array of resources. What makes this program especially unique is that it puts caregivers at the center of the care plan. Medicare has long covered medical services, but this is one of the first times it has stepped in to consider long-term care and recognize and support the unpaid family members and friends who provide most of the hands-on care. GUIDE acknowledges what caregivers already know: that supporting the caregiver is essential to supporting the person with dementia. Since the program is still new, not every provider is currently offering it. To determine if GUIDE is an option for your family, you should check with your loved one’s primary care physician or reach out to your local Alzheimer’s Association chapter. While GUIDE is just beginning, it has the potential to make a real difference for families. Instead of feeling alone in the maze of dementia care, families will have someone helping to coordinate, guide, and support. For caregivers in the Sandwich Generation who are often stretched to their limits, that extra layer of help means less stress, fewer crises, and more time to focus on what really matters: spending meaningful moments with the person they love.
October 7, 2025
Labor and Employment
Government Shutdown Pauses E-Verify Operations, But I-9 Rules Still Apply
The government shutdown has closed the E-Verify program, meaning employers cannot access their E-Verify accounts. As a result, enrollment, creation of cases, running reports, and terminations are all suspended. Additionally, all customer service channels are closed. Temporary Policies The “three-day rule” for the creation of E-Verify cases is suspended, but the I-9 rules and verification requirements continue. This means that employers must still complete Form I-9 no later than the third business day after an employee starts work for pay and comply with all other Form I-9 requirements. Employers will need to assist employees with completing a paper version of Form I-9, and for any employee whose E-Verify+ cases were “Pending Employee Response” or “Ready for Review” in the E-Verify system. Any pending E-Verify mismatches during the shutdown will not accrue time towards deadlines. If a SSA mismatch has occurred, employees will have to wait until E-Verify is back in operation to correct their mismatch at the SSA. Employers are advised they may not take any adverse action against an employee whose E-Verify case is “Interim case status.” Federal contractors are advised to contact contracting officers regarding deadlines.
October 6, 2025
Business
Due Diligence in M&A Transactions: Why First-Time Buyers Should Avoid Analysis Paralysis
For many first-time buyers, the initial instinct in M&A transactions is to scrutinize every financial detail, prolonging the diligence process until they have an answer to every single question. This is certainly understandable, particularly for first-time buyers; however, this approach can often do more harm than good. The reason many deals fall apart is because they lose momentum, conditions shift over time, or sellers simply lose patience and walk away. All of these are considerable risks when the diligence process extends too long. Over-Diligence While thorough diligence is essential in any M&A transaction, when there is too much focus on financial minutiae, it can result in decision making paralysis. For first-time buyers, this can be difficult as they struggle to quantify risk and get caught in over-diligence, or a cycle of analysis and re-analysis. What can end up happening is analysis paralysis, meaning the fear of the unknown stops a deal from progressing. When buyers engage in over-diligence, it can lead to deal fatigue, where one or more parties lose interest or confidence as the process drags on for too long. When the diligence process stretches out, market conditions can also shift during the delay, or there could be internal changes such as an executive departing or a new business challenge arising. Timing is Essential In any transaction, momentum is key, and timing is everything. During the diligence process in M&A transactions, there are three ways in which timing can make a critical difference. First, timing is essential to the overall process. By keeping diligence tight, you can better ensure that the entire process will be compact and efficient. Then, there is timing of the market. When external factors such as regulatory shifts or new competitors pop up, they can start to impact deal value when a deal lingers. And finally, there is the internal timing of the target company itself. Over time, internal challenges could arise with leadership or operations that can lead to unnecessary hurdles. So, when diligence drags on too long, buyers run a significant risk of paying the same price for a business that could be fundamentally different, or even losing the deal all together. Buyers should also consider the period of exclusivity to complete diligence outlined in the LOI. That period of exclusivity can run out, and buyers could be forced to request extensions if they spend too much time focusing on incremental details. At a minimum, this can erode confidence, and at the worst, the seller could walk. Built In Protections It important for first-time buyers to understand one constant in M&A transactions: there is risk in every deal. But equally as important to understand is that you do not need to chase every risk. That is why there are built-in protections in transactions to help buyers move forward even when every minute detail is not fully uncovered during the diligence process. Buyers should work closely with legal counsel and advisors to structure agreements that include contractual provisions such as representations, warranties, indemnifications, and insurance solutions to protect parties from anything that was not uncovered. These kinds of tools are designed to balance the interests of buyers and sellers, and they allow buyers to focus their diligence efforts on those issues that affect valuation or viability of the deal, rather than wasting valuable time attempting to eliminate all risks. At the end of the day, diligence is designed to manage risk, not to eliminate it entirely. When you resist the tendency to over analyze financials, and stay focused instead, you can better maintain the necessary momentum and avoid paralysis. This leads to deals that close with confidence and are set up for long-term success.
October 6, 2025
Business
The Part of the Deal No One Warns You About: Disclosure Schedules
Selling a business is never just about numbers on a page, it’s about preparation, people, and navigating the unexpected. Mike Mercurio presents a compelling series of conversations with client and former Fireline owner Anna Gavin, as she shares the real story behind her company’s sale. From the private moment she first decided to sell, to the surprise challenges of disclosure schedules, and the essential role of trusted advisors, Anna offers a rare, inside look at what the process truly feels like. Whether you’re years away from a sale or already planning one, her journey provides invaluable lessons on timing, team, and trust. In Part 3 of our Selling Your Business series, client and former Fireline owner, Anna Gavin chats with her M&A attorney Mike Mercurio about a step that often catches sellers completely off guard — disclosure schedules. After what feels like the heavy lifting of diligence, you're suddenly asked to translate everything into a legal document that modifies your reps and warranties. It’s tedious, detailed, and critical to the final outcome. Anna shares her first-hand surprise at how complex this stage was and why having the right legal support made all the difference.
October 2, 2025
Labor and Employment
New York City Expands Minimum Pay Protections to Grocery Delivery Workers
On September 10, 2025, the New York City Council voted to override Mayor Eric Adams’ vetoes and enacted legislation extending workplace protections and minimum pay standards to grocery delivery workers. With this development, app-based couriers delivering groceries through third-party platforms, such as Shipt or Instacart, will now be entitled to the same $21.44 per hour minimum pay rate that has been in effect for restaurant delivery workers since April 2025. Background: How We Got Here New York City has steadily built out a framework for regulating app-based delivery work. In 2021, the city became the first in the nation to pass comprehensive legislation creating wage and workplace protections for restaurant delivery couriers. That law prohibited companies from charging workers fees to access their pay, guaranteed restroom access at restaurants, required companies to provide insulated delivery bags, and mandated greater transparency around pay and tips. It also authorized the Department of Consumer and Worker Protection (DCWP) to study working conditions and establish a minimum pay standard. Following DCWP’s review, the city implemented a pay floor for restaurant couriers in 2023. After scheduled increases, the minimum pay rate reached $21.44 per hour as of April 1, 2025. Until now, however, grocery delivery workers have remained excluded from those protections. The July 2025 Legislation On July 14, 2025, the City Council passed a package of bills aimed at closing that gap. In addition to extending the minimum pay standard to grocery couriers, the bills required delivery apps to build in a 10% tipping option at checkout and mandated that workers be paid within seven days of the close of a pay period. When Mayor Adams did not act within 30 days, most of the bills automatically became law on August 13, 2025. However, Adams vetoed two of the most significant measures, including those that would have extended minimum pay to grocery delivery workers. In his veto message, he expressed concern that higher labor costs would lead to rising grocery prices at a time when many New Yorkers, particularly seniors, families relying on SNAP or EBT, and individuals with disabilities, already face food insecurity. The Council Override The City Council strongly disagreed, emphasizing that grocery couriers face the same risks and exploitation as restaurant couriers and deserve equal treatment. On September 10, 2025, the council voted to override the mayor’s vetoes, enacting the measures in full. While some provisions are tied to the effective dates of related safe-access legislation, the core result is that grocery delivery workers are now covered by the same $21.44 hourly pay standard as restaurant couriers. Reactions and What Comes Next The legislation has sparked vigorous debate. Worker advocates and council sponsors hailed the change as a victory for fairness, pointing out that grocery and restaurant couriers often perform identical tasks under similar conditions. Delivery platforms and some grocers, by contrast, have warned that the laws will significantly raise costs, potentially by as much as 46%, reduce tipping, cut shifts, and increase fees for local grocers. At least one company has already threatened litigation against the city. DCWP will continue monitoring compliance, and enforcement is expected to be strict. For businesses operating in New York City, this means both restaurant and grocery delivery models are now subject to enhanced wage obligations, new in-app tipping requirements, and accelerated payment timelines. Employer Takeaway The expansion of New York City’s delivery worker protections represents another step in the city’s effort to regulate the gig economy. App-based service providers should act quickly to review pay practices, update app functionality, and confirm compliance protocols to avoid penalties or reputational risk. Grocers that rely on third-party platforms should also be prepared for potential increases in delivery costs and related contract renegotiations.
September 29, 2025
Estates and Trusts
Who Gets the Sofa? Dividing Up Your Stuff Without Drama
Benjamin Franklin famously said that the only two certainties in life are death and taxes. A close third would be family squabbles over who gets the personal property when someone dies. Even a well-thought-out estate plan may leave room for disagreements. For example, if Mom leaves everything to her children “in equal shares,” assets like investment accounts and real estate can simply be liquidated and divided up. But when it comes to household items like photos and family heirlooms, each item is unique — and sometimes holds deep sentimental value. What’s the value of the old sofa where Dad used to read to the kids versus the cake plate Mom used to pull out for each child’s birthday? These can be difficult questions to grapple with, especially in the emotionally fraught time after a profound loss. With a little extra planning, however, you can help head off a family row over who gets what. The first step is to choose a personal representative (“executor”) with experience in settling estates and distributing personal property. In many cases, a lawyer or other third party who is not a family member can be the best choice. This person has no personal stake in the matter and can remain above the fray of family politics. Regardless of whom you appoint, your personal representative can choose from several methods of administering your tangible property. The beneficiaries can draw numbers and then, in the order of the numbers they chose, take turns picking one item each from the estate until everything has been selected. A similar approach is to have the children take turns choosing an item, starting with the oldest child and working down to the youngest. If the beneficiaries get along well, each can simply be given a pad of Post-its in a different color to place on the items he or she wants. If more than one sticker appears on an item, the beneficiaries who placed them can negotiate who should get the piece, perhaps in exchange for allowing the other person to receive another item that is in dispute. Having all the beneficiaries agree to the process beforehand is the best first step. There may still be grumblings among those who don’t get something they wanted, but at least they can agree that the process was fair. An even better approach is to say who gets what before anyone dies. Specific bequests of tangible personal property can be included in your will. Naming the individual who is to receive an item, whether it’s a laptop, a ginger jar, or an Ikea sofa, will help keep disputes to a minimum. A “catchall” clause can state that any property not specifically named is to be sold, with the proceeds of the sale to become part of the remainder of your estate. Alternatively, many wills allow the testator to write a memo that says that certain items go to certain people. It’s important to verify first that the will allows for such a memo, and the memo should reference the section of the will that does this. The benefit of writing a memo is that it doesn’t need to involve a lawyer or notary. If you decide to sell an item on eBay, or if the relative who was supposed to receive it has fallen out of favor, you can simply tear up the memo and write a new one. A well-drafted will should also allow for the estate to pay for the cost of insuring and shipping any items that go to beneficiaries who live out of the area. “A cynic,” said Oscar Wilde, is someone who knows “the price of everything, and the value of nothing.” Accounting for the sentimental value of your personal property can help prevent an outbreak of cynicism after you are gone. If you’re not sure where to start, call an estates and trusts attorney for help.
September 29, 2025
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