small business

Advanced Indemnification Topics for Indiana Attorneys and Business Owners

May 12, 2025 | Michael R. Smith

Two people shaking hands over a contract Three of our recent articles addressed allocating risk with business contracts. In this one, we expand on our earlier articles by focusing on techniques experienced business attorneys use to write better indemnification clauses.

Use Defined Terms to Improve Readability

Let’s start with the following clause setting out the basic indemnification rights and duties in a contract for the sale and purchase of equipment. It consists of one sentence, long and difficult to follow, but typical as indemnification clauses go.

Indemnification Clauses: Insights for Indiana Business Owners

April 19, 2025 | Michael R. Smith

Business People, and Man and a Woman, Shaking Hands over Contract Indemnification clauses are essential elements of business contracts that allow the parties to allocate responsibility for specific losses or claims. For Indiana businesses, understanding how indemnity works under Indiana law is vital for managing risks and reducing liability exposure.

This article explores key indemnification terms and practical tips for analyzing clauses. By understanding these provisions, business owners can understand their rights, duties, and risks.

Let’s start with some definitions and then examine how the defined terms fit into an example clause.

Buying a Small Business in Indiana: Stock Purchase or Asset Purchase?

April 1, 2025 | Michael R. Smith

Buying a small Business-for-sale-For-sale-sign-1090969206_727x484-300x200 business 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.

New Federal Reporting Requirement for Business Entities

August 29, 2024 | Michael R. Smith

suspicious-young-man-peeking-and-looking-at-camera-through-blinds-mistrust-concept-1124692168_726x484-300x200 You may have heard of a new reporting requirement that took effect on January 1, 2024, under the federal Corporate Transparency Act (or CTA). The report is called a Business Ownership Information Report (or BOIR). Most limited liability companies (LLCs), corporations, and other types of business entities are now required file a report with the Financial Crimes Information Center (or FinCEN) disclosing the names of the people who, directly or indirectly, own or control the business entity. A wealth of information regarding the CTA and BOIRs is available at the BOIR home page at https://www.FinCEN.gov/boi; the Small Entity Compliance Guide at https://www.FinCEN.gov/boi/small-entity-compliance-guide; and the list of frequently asked questions at https://www.FinCEN.gov/boi-faqs#A_1. Some basic information is provided below.

What is the purpose of the CTA?

The purpose of the Corporate Transparency Act, passed by Congress in 2021 on a bipartisan basis, is to make it harder for bad actors to hide or benefit from their ill-gotten gains through shell companies or other opaque ownership structures. The BOIR provides law enforcement with information that may not otherwise be readily available to them.

Small Businesses Must Pay Employees for Coronavirus Absence

March 23, 2020 | Michael R. Smith

[For an update based on agency guidance please see Small Businesses Receive Help with Coronavirus Paid Leave.]

On March 18, Congress passed, and the President signed on the same day, the Families First Coronavirus Response Act (FFCRA) that, among other things, requires employers to give employees paid time off for certain absences that result from the COVID-19 coronavirus pandemic. This article summarizes the obligations of employers and the rights of employees under the FFCRA. This article is only a summary and does not address all the details and nuances of the statute. In addition, because the FFCRA was enacted and signed so quickly, there may be questions without obvious answers. You may contact our office to inquire about obtaining advice regarding your specific situation as either an employee or employer.

What Employers Are Covered?