Margolis PLLC

Most companies don't need a full-time GC. They need a legal partner with enough context to spot problems before they get expensive. That's what fractional general counsel is built for.

Joining @ItsMattsLaw at Margolis PLLC today. A rebrand is coming in a few weeks. New name, new identity, a new kind of firm. Full-service across Florida and New York, run by people who care about the craft. Litigation, fractional GC, commercial transactions, corporate formation and governance, employment, privacy, product counseling, M&A, and tax, all under one roof. The billable hour was invented when people still smoked in elevators. Enough. White glove service, reasonable prices, real technology, built for 2026. More soon.

Non-competes aren't dying and they're splintering by state. 4 alternatives that hold up: → Confidentiality agreements → Non-solicitation clauses → Garden leave (pay during restriction) → Equity clawbacks Know your state's rules.

The best M&A outcomes come from founders who treat diligence prep as a value-creation exercise. Not a compliance chore. Not a scramble. A deliberate investment in maximizing what they walk away with.

Your biggest customer contract might prohibit assignment without consent. That's fine to negotiate. Unless the buyer discovers it mid-diligence and starts recalculating the offer. Know your assignment clauses before they become someone else's leverage.

Due diligence isn't the buyer picking your company apart. It's them deciding how much risk they're inheriting. Every unresolved issue reprices the deal. Holdbacks, escrow, indemnification demands. That money comes out of your pocket.

The most expensive clause in a contract is the one nobody read. It's almost always limitation of liability, indemnification, or termination. Those three deserve more attention than the rest of the agreement combined.

"Standard" contract terms doesn't mean "non-negotiable." Liability caps, indemnification carve-outs, data breach exceptions. All are on the table if you ask. The default position favors whoever drafted it. That's usually not you.

Contract Clause Dissection: Limitation of Liability SaaS agreements typically cap damages at fees paid in the prior 12 months. Excludes all indirect and consequential damages. You paid $50K. Lost $500K in downtime. Max liability: $50K. An expensive miss.

Treating everyone like a 1099 saves money until it doesn't. Back taxes. Unpaid benefits. Fines per misclassified worker. The penalties compound faster than the savings ever did.

The IRS doesn't care what your contract says. They care how the work actually happens. Set the schedule + provide the tools + they work primarily for you = employee. The 1099 paperwork doesn't change the analysis.

Contract Clause Dissection: Assignment Most SaaS agreements say the customer can't assign without written consent, but the vendor can transfer freely. In M&A, this is the clause that surprises people. Your biggest contract may not survive a sale without renegotiation.

Delaware C-Corp is the standard for VC-backed companies. But "standard" doesn't mean "required." If your next capital comes from angels, revenue-based lenders, or strategic partners, understand what you're actually optimizing for before you restructure.

Converting from an LLC to a C-Corp too early can trigger unnecessary tax events. Don't restructure for investors you haven't met yet. Entity structure should follow strategy.

Contract Clause Dissection: Auto-renewal Most SaaS agreements auto-renew unless you give 30, 60, or 90 days notice before the term ends. Miss the window? You're locked in for another full term. Calendar the opt-out date the day you sign.

must have been bad because he posted this on a Wednesday

Absent certain privacy regulations, your SaaS provider probably will say they have 30 days to make Customer Data available after termination. After that, they can delete it. If you haven't planned your exit before you sign, you're planning it on someone else's timeline.

Important considerations for SaaS agreements: 1. What happens to your data when you leave 2. Whether price increases require your consent 3. How liability is capped when things break The signup page is simple. The exit is where it gets expensive.

Contract Clause Dissection: Limitation of Liability SaaS agreements typically cap damages at fees paid in the prior 12 months. Excludes all indirect and consequential damages. You paid $50K. Lost $500K in downtime. Max liability: $50K. An expensive miss.

brother do you not look at prebills