Corporate and Commercial Blogs

Although launching a restaurant in a food mecca like New York City might seem a very attractive business endeavor, there are multiple obstacles to overcome. We share the most important elements to keep in mind when planning to open a restaurant in NYC.

A trend is growing in the corporate world to disclose environmental, social, and governance practices. As new consumers increasingly question the origin and method of products produced, these factors are beginning to carry the same importance as sales goals.

In an asset purchase, the buyer is not purchasing the stock of the seller, but only certain assets, most of the time the majority or all the assets of the seller. This structure is often the most favorable solution for the buyer, as the buyer selects the assets necessary for its activities and can dodge liabilities arising from the seller’s unsecured obligations or some specific asset not purchased.

There is good news for business owners wanting to open a restaurant in New York, as the New York State Liquor Authority (NYSLA) has recently expanded the eligibility for temporary retail permits. This expansion will allow an applicant to temporarily sell on-premises alcoholic beverages from its restaurant while the actual license application is pending. The permit is usually issued for 90 days, with the possibility of 30 days renewal periods. Until a few months ago, this permit was only available for businesses purchasing an existing business located within New York City.

2021 was an amazing year for the blockchain industry, as the business world better understood that the magnitude of this technology is much bigger than the pioneer, Bitcoin. Since the iconic sale of Beeple digital art in March 2021, Non-Fungible Tokens (NFT) became a hot topic. Similarly, following Facebook’s change of name to “Meta”, the word “Metaverse” emerged in day-to-day conversations.

One of the most challenging aspects of capital raising for new entrepreneurs is finding a compromise between the need to quickly access fresh financing and the limits placed by the securities law to protect unsophisticated investors. In this context, the crowdfunding provisions of the JOBS ACT of 2012 (Regulation Crowdfunding “CF”) represent an attractive option in that they allow a company to solicit capital from the general public without restrictions and to welcome a large number of small investors as long as the following requirements are met

At the outset of any new venture, communications and sharing of ideas and goals between majority shareholders (often the founders) and the minority shareholders (often the silent investors) are idyllic. During the corporation life and its activities, personal issues – or anyway business disagreements - arise frequently, and the relationships go sour.

Given the exposure to industries such as hospitality, fashion, information technology, and science, among others, at Cea Legal, we are often hired to draft non-disclosure agreements (NDAs), which are contracts establishing a confidential relationship, when the parties acknowledge that sensitive information they may obtain in the course of the business relationship should not be disclosed to any other party.

Given the international background of our attorneys, at Cea Legal, we are often hired to regulate the business relationship between a foreign manufacturer/producer selling its products and the US distributor purchasing the products for resale in the United States, and we have considerable experience in representing either party.

One of the most important aspects of a business is its brand, and the brand should be protected by registering it as a trademark in all the countries where the mark is used, is about to be used, or has a connection with. To facilitate the process of applying for trademark registrations in multiple countries, it is advisable to use the so-called Madrid System

A Joint Venture agreement involves two or more parties that choose to work together towards the accomplishment of a certain endeavor, goal, or project by sharing assets, expertise, costs, and profits.

The “midnight clauses” are the clauses of a contract negotiated or simply drafted at the very last minute in a rush to close a transaction. Typical midnight clauses are the dispute resolution clauses (e.g., arbitration clauses and choice of forum ones) and the choice of law clauses. When faced with a lawsuit, paying little or no attention to these clauses can cause serious damages to a client.

At Cea Legal, our role as business attorneys is to share with our clients the automatic consequences of certain events unless dealt with in writing at the time of starting up the business and plan for an orderly transition.“In the unlikely case that your partner passes away, do you want to share the business you’re your former partner’s spouse? Most of the time, the answer to this question is “no.”

A franchise is a very popular and attractive business relationship between an established company seeking to monetize on its brand reputation (the “Franchisor”) and a new player that wishes to enter a specific market (the “Franchisee”) leveraging on the expertise of the Franchisor.

A bridge loan is a short-term financing tool meant to furnish immediate and crucial cash flow until permanent financing is secured. This occurs often when traditional lenders might be reluctant to grant the funding unless the loan is secured by high-value assets used as collateral. On the other hand, however, before completing the purchase, a proposed buyer might be in desperate need of cash to meet the seller's requests.Private lenders emerge to offer a "bridge" in money in these situations, thus allowing the parties to perfect the transaction.

Protecting your brand is fundamental when entering any market and for the success of any business: (1) your brand is the first thing that the customer sees when buying a product or a service, (2) you want your brand to be recognized over other competitors’ brands, and (3) the more your business grows, the more valuable your brand is, making your business more profitable and appealing to a bigger corporation that might be willing to acquire or invest in your business.

It’s no secret that recently, prices for commercial rents plummeted in New York. With so many businesses that went belly up, the excess inventory is quite large, especially regarding restaurant spaces. On the other hand, the economic rebound is now in full progress.

The European Union’s General Data Protection Regulation (GDPR), which was approved by the European Parliament in 2016 and became enforceable in 2018, is arguably the most comprehensive and far-reaching digital privacy law across various jurisdictions.

The Food and Drug Administration (FDA) maintains and regularly updates a complex set of guidelines to ensure that food and other products sold for ingestion or external use on the human body are safe for human consumption.