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Liabilities That May Lurk in Poorly Drawn Asset Purchase Contracts

By Donald W. Hudspeth | Published September 24, 2025 | Posted in Business Acquisition | Tagged Tags: asset, business acquisition, liability | Leave a comment

In business mergers and acquisitions, particularly in the context of asset purchases, the general legal rule is that the buyer does not assume the seller’s existing liabilities. This principle is fundamental to asset sales, distinguishing them from mergers or stock purchases, where the buyer typically steps into the shoes of the seller, including all liabilities. Read More

Why Your Website Needs a Strong Terms of Service Agreement

By Donald W. Hudspeth | Published September 17, 2025 | Posted in terms of service agreement | Tagged Tags: e-commerce, intellectual property rights, TOS | Leave a comment

A terms of service (TOS) agreement is an online document that outlines the rules, responsibilities, and guidelines for users accessing and using a website. It establishes a contractual relationship between the website owner and its visitors or users. If you are conducting e-commerce, a TOS is critical in setting clear expectations, minimizing liability and protecting Read More

Making Sure Independent Contractors Are Not Employees in Disguise

By Donald W. Hudspeth | Published September 10, 2025 | Posted in construction law | Tagged Tags: contractor, employee, worker | Leave a comment

Engaging independent contractors rather than hiring traditional employees can offer significant benefits, ranging from increased flexibility to cost savings. But the arrangement is not without risks, particularly regarding compliance with wage-and-hour laws and other regulations. Among the advantages of independent contractors for a business are these: They can be engaged for specific projects — This Read More

The Essential Components of Affiliate Marketing Agreements

By Donald W. Hudspeth | Published September 3, 2025 | Posted in Business Law | Tagged Tags: affiliate, Commission, FTC | Leave a comment

An affiliate agreement is a legal contract that outlines the terms under which one business promotes another’s products or services, typically in exchange for a commission on sales or leads generated. Companies use affiliate agreements to expand their sales reach and tap into new audiences. Amazon’s Associates Program is one of the largest affiliate programs Read More

The Covenant of Good Faith and Fair Dealing Underlies Every Contract

By Donald W. Hudspeth | Published August 27, 2025 | Posted in Contract Law | Tagged Tags: Abuse, benefits, discretion | Leave a comment

No matter what express terms are agreed to by parties to a contract, there is a meta-agreement known as the implied covenant of good faith and fair dealing. It is at heart a contracting party’s duty to act honestly and fairly and not to do anything to injure the other party’s right to receive the Read More

Earnouts Can Help Cement a Business Sale, But Beware of the Risks

By Donald W. Hudspeth | Published August 20, 2025 | Posted in Mergers & Acquisitions | Tagged Tags: business, Earnouts, sale | Leave a comment

Earnouts are pricing structures, often used in private business sales, by which part of the purchase price is deferred until after closing. It becomes payable only if the target business meets certain agreed-upon financial benchmarks or operational milestones during a specified period. Earnouts can be useful in overcoming obstacles to a business sale. However, they Read More

Key Indicators That It’s Time to Update Your Organizational Documents

By Donald W. Hudspeth | Published August 13, 2025 | Posted in Business Law | Tagged Tags: financial, investment, Ownership | Leave a comment

Every business, regardless of its size or maturity, relies on governing documents such as the partnership agreement, shareholder agreement or LLC operating agreement. These documents provide a foundation for critical decision-making, management structuring and dispute resolution. As a business evolves, it’s vital to review these agreements to be sure they reflect current realities and to Read More

U.S. Treasury Pauses Enforcement of the Corporate Transparency Act

By Donald W. Hudspeth | Published August 6, 2025 | Posted in Business Law | Tagged Tags: deadlines, penalties, tax | Leave a comment

In a move that affects millions of U.S. businesses, the Treasury Department has announced that it is suspending enforcement of the Corporate Transparency Act (CTA) for domestic entities. This decision provides immediate relief to businesses that were facing looming deadlines and potential penalties for non-compliance. The CTA, enacted to combat financial crimes like money laundering Read More

How You Can Respond to Fake Online Reviews of Your Business

By Donald W. Hudspeth | Published July 30, 2025 | Posted in online defamation | Tagged Tags: professionally, profitability, reviews | Leave a comment

In the internet age, online reviews can significantly impact your business’s reputation and profitability. Fake reviews, whether they come from competitors or disgruntled customers, can distort the public’s perception of your company and cause loss of business. You need to know how to respond effectively to these reviews and if necessary to seek legal damages Read More

Protecting Your Business Against Liability for Vendors’ Conduct

By Donald W. Hudspeth | Published July 23, 2025 | Posted in vendor-based liability | Tagged Tags: Agency, Negligent, vendors | Leave a comment

In today’s interconnected business environment, companies frequently rely on third-party vendors to perform essential services, from data processing to customer support. However, this delegation can expose businesses to various liabilities if their vendors fail to comply with legal and regulatory standards. Understanding these potential sources of liability and implementing robust compliance practices is essential for Read More

Donald W. Hudspeth

Principal Attorney

Attorney Donald W. Hudspeth has more than twenty years’ experience practicing corporate and business law. Before attending law school, Mr. Hudspeth held a stock brokers license at the age of 21 and owned his own business at the age of 23. He was a business law professor at Arizona State University, West Campus, and has conducted classes and seminars for a number of higher institutions and organizations. Mr. Hudspeth has published two books on law and is the founder of the radio programs Law on the Edge and Law Talk.

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Liabilities That May Lurk in Poorly Drawn Asset Purchase Contracts

Why Your Website Needs a Strong Terms of Service Agreement

Making Sure Independent Contractors Are Not Employees in Disguise

The Essential Components of Affiliate Marketing Agreements

The Covenant of Good Faith and Fair Dealing Underlies Every Contract

Earnouts Can Help Cement a Business Sale, But Beware of the Risks

Key Indicators That It’s Time to Update Your Organizational Documents

U.S. Treasury Pauses Enforcement of the Corporate Transparency Act

How You Can Respond to Fake Online Reviews of Your Business

Protecting Your Business Against Liability for Vendors’ Conduct

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