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Earn-Outs 101: How to Draft Clear Performance Metrics in M&A


The earn-out, which ties part of the purchase price to the post-closing performance of the acquired company, can bridge a valuation gap and get a deal across the finish line. Unfortunately, it is also one of the clauses most likely to trigger post-closing litigation. When targets miss metrics, everyone grabs a lawyer instead of a calculator. The roadmap below shows how to keep your earn-out on track. It includes practical drafting tips, a model schedule, and a concise dispute-resolution clause that can slot directly into your Purchase and Sale Agreement. 1. Why Earn-Outs Blow Up Earn-out fights usually spring from…

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U.S. Trademark Office Raising Fees


The United States Patent and Trademark Office is raising some of its trademark filing fees effective January 18, 2025. In many cases, the initial filing fee will increase by $200 per class of goods or services. The exception is where the listed goods or services are found in the USPTO’s “identification manual” – their pre-set list of goods and services. In my experience, that list is incomplete, and many trademark applications require a custom-crafted list – which means the additional $200 fee will apply to those classes. If the custom list of goods or services in a particular class exceeds…

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The Trademark Office’s Domicile Address Requirement


If you’re a business owner looking to file a trademark application in the United States, you are undoubtedly familiar with the United States Patent and Trademark Office (USPTO). The USPTO is the government agency responsible for issuing patents and trademarks in the U.S. Recently, they introduced new domicile address requirements that have confused many applicants. These requirements aren’t just red tape—they have real implications for your trademark rights and privacy. In this blog post, I’ll break down what you need to know about the USPTO’s domicile address requirements and how working with U.S.-based strategic legal counsel can help you navigate…

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How to Leave an LLC


Leaving an LLC as a member can be a complex process, influenced by the provisions in your LLC Operating Agreement and the relevant state laws. In this guide, we break down the key steps to help you navigate the process effectively, highlighting how state regulations may differ and what to watch out for to avoid complications. 1. Review the Operating Agreement The first step in leaving an LLC is to carefully review the LLC Operating Agreement. This document typically outlines the procedures for leaving, such as providing written notice or obtaining consent from other members. Ideally, a well-drafted Operating Agreement…

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