Recent Posts

• Hidden Dangers of Independent Contractors – TV Interview with Dorsey Partner Mike Droke
  Mike Droke, the head of our Seattle office and the Co-Chair of Dorsey’s Labor & Employment practice, recently spoke on Fox Business News about some of the pitfalls of misclassifying people as independent contractors. Federal tax authorities are increasingly targeting companies that treat people as contractors when they really should be treated as employe […]
• Seal the Deal?
  This post is being filed in my new “Strange (or Interesting) Corporate Laws” category. This one came up in a recent Delaware Supreme Court case entitled Whittington v. Dragon Group, L.L.C. The general statute of limitations for contract disputes in Delaware is 3 years. However, if the contract in question is “sealed”, then the statute […]
• Equity Incentive Compensation in LLCs
  In a recent post, I recommended that the typical startup should start as an LLC (limited liability company) and remain an LLC as long as possible. One ever-present challenge with LLCs is that most entrepreneurs (present company included) like to try to force-fit corporate concepts and structures into an LLC format. This is not always […]
• AEP Legal Corner – Independent Contractor or Employer: Getting It Right Is More Important Now Than Ever Before
  by Gary M. Gansle, partner in Dorsey & Whitney’s Labor and Employment practice For far too long, employers have taken a laissez-faire approach to classifying workers as independent contractors in order to help control costs, streamline their organizations, and honor the stated preferences of their workers. However, the cost associated with being undiscip […]
• What Type of Entity Should Your Startup Be?
  In counseling entrepreneurs, one of the first questions that arises is about choice of entity type – in other words, should the entrepreneur’s business be contained in a C corp, S corp, LLC, limited partnership or general partnership, or be structured in some other way? While there are obviously a number of factors that must […]
• 10 Legal Lessons from our ‘Unimaginable Journey’
  In Aviad Meitar’s book, An Unimaginable Journey: How Pepsi Beat the Odds in Romania, he recounts his incredible experience in launching, building and selling the Pepsi business in Romania. His focus is on the business lessons and personal highs and lows (mostly highs) of that experience. Although he is also a lawyer (non-practicing), the book does […]
• Dorsey Announces Establishment of Educational Publishing, Technology and Services Industry Group
  I’ve been working on this for a year and am excited about my firm’s commitment to this innovative, rapidly growing and essential industry. We have 35 attorneys who have joined the group so far. Please contact me if you’d like to learn more about our ability to add value to your educational publishing, technology or services business. […]
• Favorite Quoted Quotes from ‘An Unimaginable Journey’
  My friend, business partner and client, Aviad Meitar, just published a very interesting book about our experience in building the exclusive Pepsi-Cola bottler in the country of Romania. We made the first trip to Romania together in January 1991, just 13 months after the revolution that overthrew Ceausescu. Since that incredible first encounter, Aviad always […]
• Know the No’s
  ‘No’ is a powerful word in business negotiations. If used wisely, it can help you (or the other party) achieve the target objectives. If misused or misinterpreted, it can crater (or at least hamper) a deal for the wrong reasons. ‘No’ is such a problem in business negotiations that the seminal book on the topic […]
• The Taxman Always Rings Twice
  In the past few years, I’ve worked on an unusually large number of matters requiring complex tax analysis in high-stakes situations. While I’ve always had a healthy respect for the importance of tax issues, these more recent engagements have left me in absolute awe of the risks associated with the tax code. Seemingly harmless transactions […]