Business & Corporate Law

Irrevocable Proxies in 2026: Delaware’s Modern Doctrine After Hawkins, Daniel, and CII Parent

Delaware's irrevocable-proxy doctrine after Hawkins, Daniel, and CII Parent — what § 212(e) drafters need to do differently in 2026.

Understanding Patents

What is a patent? Learn how U.S. patent law protects inventions, the three types of patents, and the requirements for obtaining patent protection.

Apparent Authority in Agency Law

Apparent authority allows an agent to bind a principal even without actual authorization — if the principal's conduct reasonably led the third party to believe the agent was authorized.

Breach of Warranty of Authority

An agent who acts without actual authority breaches the implied warranty of authority and may be personally liable to the third party for resulting damages.

Disclosed vs. Undisclosed Principal

The distinction between disclosed, unidentified, and undisclosed principals determines who bears liability when an agent enters a contract on a principal's behalf.

Five Common Misconceptions Regarding the Hobby Lobby Decision

Five common misconceptions about Burwell v. Hobby Lobby (2014) — the Supreme Court's RFRA-based ruling on contraceptive-mandate accommodations for closely held for-profit corporations.

The Mandate and Enforcing the Result of an Appeal

In this post, I discuss the mandate in the Arkansas appellate process and its usefulness in enforcing the result of an appeal.

Agency Relationships

Agency law governs when one person may act on behalf of another. How actual authority, apparent authority, ratification, and estoppel create binding obligations.

Agent Liability to a Third Party

When is an agent personally liable to a third party? Liability depends on whether the principal is disclosed, unidentified, or undisclosed.

The S Corporation

The S corporation lets a small business avoid double taxation by passing profits through to shareholders — at the cost of strict eligibility limits on shareholder count, type, and share class.

Piercing the Corporate Veil

Courts can disregard your LLC or corporation's liability protection when personal and business affairs are intermingled. Undercapitalization and ignoring formalities are key factors.

Partnership Tax Terms

Partnership tax allocation, basis, and distribution explained. Partners owe tax on allocated profits — not just distributions they actually receive.

The Benefits of Partnership Taxation

Partnerships avoid double taxation by passing income through to partners. The IRS 'check the box' rules let unincorporated businesses choose their own tax classification.

The Business Judgment Rule

The business judgment rule protects company directors and officers from liability for good-faith business decisions. Learn how it works.

Fiduciary Duties of an Agent

An agent owes fiduciary duties of loyalty and care to the principal. In partnerships, these duties apply to every partner — and they cannot be waived by agreement.

Directors’ Duty of Loyalty

In this post, I discuss the directors’ duty of loyalty to the company they manage and how this may interact with potential legal liabilities.

Irrevocable Agencies

What is irrevocable agency? Learn why a power coupled with an interest cannot be revoked, how common law protects it, and when it applies to your situation.

Limited Liability Partnerships (LLPs)

An LLP shields partners from liability for each other's wrongful acts, making it popular for law firms and medical practices. Here's how LLPs compare to LLCs and corporations.

Limited Partnerships (LPs)

Limited partnerships separate management from investment — general partners run the business with personal liability while limited partners contribute capital with liability protection.

The Shareholder Derivative Suit

Shareholders can sue corporate management on behalf of the corporation through derivative suits. Standing requires contemporaneous ownership and a demand on directors first.

Shareholders and Directors

Shareholders own the corporation but directors wield the power. In public companies, directors are not obligated to follow shareholder wishes — elections are the main recourse.

Creating and Terminating an Agency Relationship

How agency relationships are created (often without a writing) and how they end—through revocation, renunciation, death, or operation of law.

Closing The Internet Sales Tax Gaps – Who Wins And Who Loses?

A 2013 guest-post analysis of the Marketplace Fairness Act and the debate over collecting state sales tax from out-of-state online retailers. Updated 2026 to reflect the post-Wayfair economic-nexus regime that has since rewritten this area of law.

Dividends

Corporations distribute profits through cash and stock dividends, but insolvency rules limit when dividends can be paid. C Corporation dividends face double taxation at reduced rates.

The Corporation

A corporation is a separate legal entity that shields shareholders from personal liability but faces double taxation. S Corporation election offers pass-through tax treatment instead.

The Role of the Lawyer in Business

A good business lawyer helps entrepreneurs achieve their goals through risk mitigation — not by simply saying no. The attorney's role is to find workable paths forward.

Using a Family Limited Partnership to Lower Estate Tax Liabilities

Family limited partnerships reduce estate tax through valuation discounts on gifted interests that lack control and marketability — leveraging the annual exclusion to move wealth out of larger taxable estates.

The Family Limited Partnership as an Innovative Estate-Planning Tool

In this post, I discuss family limited partnerships and the potential tax benefits they may offer for business and estate planning alike.

Can Your Employer Stop You From Taking a Holiday?

Guest post by Lauren Hillier (Slater & Gordon, UK) on UK employment law and annual leave: when employers can refuse holiday, the Working Time Regulations 28-day minimum, and emergency leave.

Differences in UK and US Business Law

Guest post by James Faulkner (UK legal copywriter) on the principal differences between UK and US business law: at-will employment, contract good faith, limitation clauses, unilateral mistake, and statutory partnership frameworks.

HIPAA

HIPAA restricts access to your health records and originally limited preexisting-condition exclusions in group health plans. A HIPAA release is a useful complement to a living will or healthcare power of attorney.

Protecting Your Business With a Family Limited Partnership

A family limited partnership lets a business owner transfer wealth to heirs while retaining full management control as general partner — separating financial interest from authority.

The Limited Liability Company (LLC) Part 2

Part 2 on Arkansas LLCs covers member-managed vs. manager-managed governance, operating agreement essentials, and why pass-through taxation makes LLCs attractive but requires planning.

The Limited Liability Company (LLC) Part 1

An LLC shields members' personal assets from business debts after filing Articles of Organization with the state. Improper formation can expose you to full personal liability.

Business Forms to Avoid

Sole proprietorships and general partnerships expose your personal assets to unlimited liability. Learn why entrepreneurs should choose LLCs instead.