Buying a small Business-for-sale-For-sale-sign-1090969206_727x484-300x200business in Indiana is an exciting venture that can set you on the path to success. One critical decision stands between you and your dream: Should you buy the company itself or just its assets? Let’s explore these two approaches to help you navigate this important choice. For simplicity, let’s assume the business is organized as an Indiana limited liability company (LLC). 

Stock Purchase vs. Asset Purchase: The Basics 

If you decide to buy the company itself, you’ll be purchasing the interest in the LLC—often referred to as a “stock sale.” While LLCs don’t technically have stock, the term persists as a carryover from the days when corporations, which do have stock, dominated the business landscape.  Another name that is becoming more common is “equity sale,” which covers stock in a corporation, interest in an LLC, and any other form of equity.

AdobeStock_545862793-300x200The concept of the right of publicity, sometimes referred to as “name, image, and likeness” (NIL) rights, particularly as they apply to National Collegiate Athletic Association (NCAA) student-athletes, has gained significant attention in recent years, especially with the rise of social media and the increasing commercialization of personal brands. Indiana’s right of publicity, codified at Indiana Code 32-36, provides a robust framework for protecting these rights. This article delves into the specifics of Indiana’s rights of publicity, what those rights entail, who is entitled to them, how to prevent misappropriation, and ways to monetize these rights.

What is the Right of Publicity?

The right of publicity is a legal principle that allows individuals to control the commercial use of their personal identity. This includes their name, image, likeness, voice, signature, and other distinctive characteristics. Essentially, it allows individuals to prevent others from exploiting their persona for commercial gain without permission.

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Update on Bill Actions

  • HB 1593 was passed by the House of Representatives on February 17, 2025.  It was referred to the Senate and assigned to the Judiciary Committee on March 3, 2025.
  • On March 13, the bill was reported out of the Senate Judiciary Committee, do pass, with no further revisions.

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Update on Bill Actions:

This bill was introduced on January 21 and on first reading was assigned to the Committee on Employment, Labor, and Pensions. The deadline for the House to pass the bill and send it to the Senate passed with no further action. Therefore, this bill will not become law this Session.

Noncompete Agreements

Teenage-girl-smelling-a-red-rose-in-a-field-2190788809_728x483-1-300x199What’s in a name? That which we call a rose By any other name would smell as sweet.

William Shakespeare, Romeo and Juliet, Act II, Scene II

Shakespeare may have been right about flowers, but about companies…not so much. Choosing the right name for your limited liability company (LLC) can be an important factor in its success. The name you select will not only represent your brand but will also serve as a legal identifier for your LLC. This article outlines key considerations for picking an LLC name, whether you’re forming a business entity or setting up a personal LLC, such as for estate planning. While this discussion focuses on Indiana LLCs, similar rules apply to LLCs across most states.

We have written previously about the effects that ongoing litigation in Texas Top Cop Shop, Inc. v. Garland, has had on the reporting requirements established by the Corporate Transparency Act.  For more information on the CTA and Beneficial Ownership Information (BOI) reporting requirements check out this post. For other blogs related to Texas Top Cop look here.

As the situation changes, and rather than continue to post blog after blog on the current status of the BOI reporting requirements, all updates will live on this post for now.  As we endeavor to provide updates as soon as possible in one central location, please be aware that there may be delays. If you would like our office to file the BOI on behalf of your business, please contact our office.

Current status of CTA Reporting Requirements:  MANDATORY (Updated: 02/21/2025) 

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If you’ve ever witnessed or participated in the thrilling—but dangerous—act of “cutting donuts,” you may want to think twice. Indiana’s Senate Bill 13 (SB 13) specifically targets this behavior, making it clear that reckless driving in the form of rotational skids is not just risky but now explicitly illegal.

What Does Senate Bill 13 Say? 

Under SB 13, knowingly, intentionally, or recklessly operating a vehicle in a repeated or continuous manner with the intent of causing a rotational skid is classified as reckless driving. This type of behavior, commonly known as “cutting donuts,” is typically performed in open areas where drivers spin their vehicles in tight, circular motions, causing tires to screech and marks to be left on the pavement.  A good snowfall can make it particularly tempting. The law makes it clear that this act: 

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As we discussed in our prior update, a federal court in Texas has issued a preliminary injunction against the Corporate Transparency Act (CTA) reporting requirement, the Beneficial Ownership Information Report (BOIR).  (You may recall that the CTA requires companies created before 2024 to file BOIRs before January 1, 2025; new companies formed in 2024 to file within 90 days of their creation; and new companies formed after 2024 to file within 30 days of their creation.)  

The Financial Crimes Enforcement Network (FinCEN) has issued a statement that all reports during the preliminary injunction are considered “voluntary” and there will be no penalty for reporting companies who fail to file during that period. In their statement, FinCEN maintains that they believe the CTA is constitutional and vital in protecting the United States and its citizens from financial and other crimes. 

What does this statement mean, if anything, for your small business?  

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The Corporate Transparency Act (CTA) requires most small business corporations and limited liability companies to file Beneficial Ownership Information Reports (BOI reports or BOIRs) with the Financial Crimes Enforcement Network (FinCEN), a part of the United States Department of Treasury.  The purpose of the reports is to give law enforcement information regarding the people who own or control companies that may not otherwise be available to them, primarily for the purpose of investigating money laundering and other financial crimes.  For companies that were formed before January 1, 2024, BOIRs are due by January 1, 2025.

 At least they were before this week. On December 3, the United States District Court for the Eastern District of Texas in Texas Top Cop Shop, Inc. v. Garland (civil action number 4:24-CV-478) ruled that the CTA is likely unconstitutional and issued a nationwide preliminary injunction prohibiting the enforcement of the BOIR requirement. In doing so, the court wrote, “[R]eporting companies need not comply with the CTA’s January 1, 2025, BOI reporting deadline pending further order of the Court.”

For several reasons, this is not the last word on the CTA.  First, the Government has already appealed the decision to the U.S. Court of Appeals for the Fifth Circuit, which could set aside the preliminary injunction.

iStock-1504303841_optimized-1-300x188Determining the value of a small business is a critical step for various purposes, including selling the business, merging with another company, or resolving shareholder disputes. Business valuation involves assessing the economic value of a company, and several methods can be used to achieve this. Business valuation is both an art and a science. A proper valuation requires a trained expert, and they are not cheap. The valuation of a small business can run from a few thousand dollars to several tens of thousands of dollars.

Even though a proper appraisal is the wheelhouse of experts, small business owners should understand the fundamental principles. In this article, we’ll explore the basics to help you know what to expect from a valuation.

Why Business Valuation Matters

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