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U.S. acquisitions hidden risks: AI and cybersecurity, key employees and immigration, state-by-state compliance
  • Michael Vaz D'Almeida
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U.S. Acquisitions: Hidden Risks
U.S. Acquisitions: Hidden Risks 1536 1024 Michael Vaz D'Almeida

Michael Vaz d’Almeida, Partner at Nilson Law Group, recently contributed to Inspir’, MEDEF Paris’s magazine, for its special issue, “Relation transatlantique : l’avenir en partage” (“Transatlantic Relations: A Shared Future”). Drawing on our perspective as a bilingual French-English law firm based in New York, his article explores the often-overlooked risks of acquiring a U.S. business.

Acquiring a company requires due diligence that goes beyond financial statements and contracts. Risks involving technology, employees, and state-specific regulations may not appear on a balance sheet but can significantly affect a company’s value and the success of a transaction. The article highlights three areas that deserve particular attention:

  • AI and cybersecurity. Buyers should understand which AI tools the target company uses, what data it shares with those tools, and the resulting risks to intellectual property, confidential information, and trade secrets. Cybersecurity reviews should assess security measures, past incidents, insurance coverage, and incident response capabilities.
  • Key employees and immigration. A business may depend heavily on a few individuals whose departure could disrupt operations. Due diligence should examine retention arrangements, confidentiality protections, and whether employees with employer-sponsored visas can maintain their immigration status after the transaction.
  • State-by-state compliance. The United States should not be treated as a single, uniform legal market. Employment laws and other requirements vary across states, and remote employees can create additional compliance obligations. Gaps, such as missing required workers’ compensation coverage, can expose a business to penalties, increase transaction costs, or delay closing.

The central takeaway: Effective due diligence combines document review with detailed questionnaires and direct discussions with the seller to understand how the business actually operates. Identifying less obvious risks early helps buyers assess value accurately and negotiate appropriate contractual protections.

Read the full article in French in Inspir’ (page 86).

New York employers personnel record access requirements take effect November 8, 2026
  • Marie O'Brien
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New York Employers: New Personnel Record Access Requirements Take Effect November 8, 2026
New York Employers: New Personnel Record Access Requirements Take Effect November 8, 2026 1672 941 Marie O'Brien

Author: Marie O’Brien

On September 9, 2026, Governor Hochul signed legislation adding Section 210-b to the New York Labor Law, giving current and former New York employees new rights to access their personnel records. New York City has no separate generally applicable requirement, so Section 210-b applies there as it does elsewhere in the State. Effective November 8, 2026, Section 210-b also imposes new notice, recordkeeping, and response obligations on employers.

What does Section 210-b cover?

Section 210-b broadly defines a “personnel record” as any record identifying an employee that is or may be used in connection with employment qualifications, promotion, transfer, compensation, or disciplinary action, including records maintained by third parties on the employer’s behalf. Personnel records include, among other things, job applications and resumes, job titles and descriptions, compensation information, performance evaluations, written warnings, probationary-period records, termination notices, and other disciplinary records.

What are the key requirements for employers?

Beginning November 8, New York employers will be required to:

  • Notify employees within 10 calendar days after placing information in their personnel record that is or may be used to negatively affect employment, promotion, transfer, additional compensation, or disciplinary action;
  • Provide current and former employees, upon written request from such current or former employees, with a copy of their personnel records, at no cost to the employee, within 5 business days;
  • Permit employees to review their personnel records up to twice per calendar year. A review resulting from the placement of negative information in the file does not count toward this limit;
  • Allow employees to dispute information in their records. If the employer and employee cannot agree on a correction or removal, the employee may submit a written statement explaining their position, which becomes part of the personnel record and generally must accompany the disputed information when transmitted to a third party (such as a prospective employer); and
  • Retain complete personnel records throughout employment and for 3 years following termination, without deleting or expunging information except as permitted by Section 210-b.

Violations may result in fines ranging from $500 to $2,500, and Section 210-b prohibits retaliation against employees for exercising their rights. The New York Attorney General is responsible for enforcement.

What should employers do now?

Employers with New York employees should use the period before November 8 to review their personnel-record practices. In particular, employers should:

  • Identify and centralize records that may constitute personnel records under Section 210-b, including records maintained by managers or third-party service providers, for current employees and former employees whose employment ended within the past three years;
  • Establish a process for responding to requests within the required 5-business-day period, including designating the person or team responsible for receiving requests and reviewing records before production;
  • Consider issuing guidance or updating an employee handbook or policy to explain how requests should be submitted and who will handle requests for review, correction, or removal of information;
  • Implement procedures to identify negative information added to personnel records and provide the required notice to employees;
  • Review record-retention practices to ensure personnel records are preserved for the required 3-year post-termination period, while also accounting for any longer retention obligations under other applicable laws or litigation holds; and
  • Prepare for an initial increase in requests from both current and former employees, particularly from individuals involved in performance management, disciplinary matters, workplace complaints, or recent terminations.

The Nilson Law Group is available to assist employers in drafting, reviewing and updating their personnel record policies and procedures and preparing for compliance before November 8, 2026.

This newsletter is for general informational purposes only and does not constitute legal advice. Its contents should not be relied upon without obtaining advice tailored to your specific circumstances. Please contact us with any questions.

Seattle skyline viewed from a hilltop, marking the location of Nilson Law's new Seattle business law office
  • Deborah Ann Nilson
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Nilson Law Opens Seattle Office, Expanding U.S. Business Law Services to the West Coast
Nilson Law Opens Seattle Office, Expanding U.S. Business Law Services to the West Coast 1920 1280 Deborah Ann Nilson

Seattle, Washington — July 15, 2026

Nilson Law has opened a new office in Seattle, Washington, establishing the firm’s first West Coast presence and expanding its ability to serve international companies doing business throughout the United States. The office marks the next stage of growth for a firm that has advised international businesses for nearly four decades.

A West Coast Base for International Business Law

The Seattle office is led by Charlotte Vaudoit, an Associate Attorney at Nilson Law. Charlotte advises international companies — particularly French-speaking businesses — on U.S. corporate law, commercial contracts, mergers and acquisitions, employment law, and the legal needs of U.S. subsidiaries.

With offices on both the East and West Coasts, Nilson Law is now better positioned to provide timely, practical legal counsel to clients across the United States. Seattle’s dynamic economy and strong international business community make it an ideal location for the firm’s continued growth.

Why Seattle

Seattle is home to one of the most internationally connected business communities in the United States, with a concentration of global technology, trade, and manufacturing companies. For international firms entering or expanding within the U.S. market, a local legal presence on the West Coast shortens response times and brings counsel closer to clients’ operations. The new office is located at 4311 11th Avenue NE, Suite 500, Seattle, WA 98105.

“Many of our clients have operations, customers, or growth plans that extend well beyond the East Coast. Opening our Seattle office reflects our commitment to serving clients wherever they do business in the United States. Nilson Law and its predecessor firm have proudly served international businesses for nearly four decades, and we look forward to continuing that tradition from both coasts.”

— Deborah A. Nilson, Founder and Managing Partner, Nilson Law

“I am excited to lead our Seattle office and to help international companies navigate the legal challenges of doing business in the United States. Establishing a West Coast presence enables us to better serve both existing clients and companies looking to expand into the U.S. market.”

— Charlotte Vaudoit, Associate Attorney, Nilson Law

About Nilson Law

Founded in 2006, Nilson Law is a U.S. business law firm dedicated to representing international companies doing business in the United States. Building on nearly four decades of experience through Nilson Law and its predecessor firm, the firm’s multilingual attorneys advise clients on U.S. corporate law, mergers and acquisitions, commercial transactions, employment matters, intellectual property, and corporate governance.

Frequently Asked Questions

Where is Nilson Law’s new office located?

Nilson Law’s new office is located at 4311 11th Avenue NE, Suite 500, Seattle, WA 98105. It is the firm’s first office on the West Coast, joining its existing East Coast presence.

Who leads the Nilson Law Seattle office?

The Seattle office is led by Charlotte Vaudoit, an Associate Attorney who advises international and French-speaking companies on U.S. corporate law, commercial contracts, mergers and acquisitions, and employment law.

What services does Nilson Law provide to international companies?

Nilson Law advises on U.S. corporate law, mergers and acquisitions, commercial contracts, employment law, intellectual property, corporate governance, and the legal needs of U.S. subsidiaries.

Does Nilson Law work with French-speaking businesses?

Yes. Nilson Law’s multilingual attorneys advise French-speaking and other international companies expanding into or operating within the United States.

Online meeting with four participants and AI-generated prompts displayed on both sides to support note-taking and discussion
  • Emmanuelle Molina, Charlotte Vaudoit
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Before You Invite an AI Note Taker to a Legal Meeting: What Clients Should Know
Before You Invite an AI Note Taker to a Legal Meeting: What Clients Should Know 1672 941 Emmanuelle Molina, Charlotte Vaudoit

Artificial intelligence (AI) tools are quickly becoming part of everyday business. AI note takers, transcription tools, and meeting assistants can be especially useful. They allow participants to focus on the conversation instead of taking detailed notes, they can generate transcripts, summaries, and action items after the meeting.

But when a meeting involves legal advice, these tools can create risks that are easy to overlook. The convenience of an AI note-taker may come at the cost of confidentiality, privacy, and attorney-client privilege.

Attorney-client privilege protects confidential communications between a client and their attorney made for the purpose of obtaining or providing legal advice. In practical terms, it can allow a client to refuse disclosure of protected communications in litigation, during a deposition, in response to a subpoena, or in connection with a discovery request.

The privilege, however, is not automatic in every situation. One of its key requirements is confidentiality. If a privileged conversation is shared with people outside the attorney-client relationship, recorded without proper safeguards, saved in a broadly accessible folder, or transmitted to a third-party vendor, or uploaded to an AI tool hosted by a third-party provider, the privilege may be weakened or challenged. This risk is particularly significant if the AI vendor’s terms of service permit data sharing, storage, or use for model training, especially when using low-cost or publicly available AI tools with permissive privacy policies.

AI note takers and recording assistants may seem harmless. Often, they quietly join a Zoom, Teams, or Google Meet call and operate in the background. But in a legal meeting, the tool may function like an outside participant. Depending on how the tool works, the meeting audio, transcript, summary, or notes may be uploaded, stored, analyzed, shared, reviewed, or retained by a third-party provider. That can raise difficult questions about who had access to the information and whether the legal discussion remained confidential.

Recent litigation highlights these concerns. In Brewer v. Otter.ai Inc., No. 5:25-cv-06911, filed in the Northern District of California on August 15, 2025, the plaintiff alleged that an AI notetaking application recorded and transcribed conversations without proper consent from all participants. The allegations in that case focus on privacy and consent, but the dispute illustrates a broader point: companies should understand exactly how these tools collect, store, use, and share meeting information before allowing them into sensitive conversations.

Courts are also beginning to address how privilege applies when individuals use public AI tools in legal contexts. In United States v. Heppner, the court held that materials a criminal defendant created using the free, consumer version of Claude were not protected by attorney-client privilege or the work-product doctrine. United States v. Heppner, 820 F. Supp. 3d 292 (2026). The court focused on traditional privilege principles, including confidentiality, attorney involvement, and whether the materials were created within a protected attorney-client relationship.

The takeaway is not that all AI tools are the same. They are not. Public, consumer-facing AI chatbots raise different issues than enterprise AI tools or closed systems that incorporate strong confidentiality protections. A fully local AI tool that does not transmit information outside the company may raise fewer concerns about disclosure to third parties. AI agents that interact with multiple platforms may require a more detailed review. AI note takers and recording tools fall somewhere in between: the privilege analysis often depends on the vendor’s terms, data practices, confidentiality obligations, access controls, and the purpose of the meeting.

Clients should be especially careful in common situations such as:

  • an AI assistant automatically joining a meeting with counsel;
  • recording or transcribing a legal strategy call without first discussing it with the attorney;
  • automatically distributing a transcript or meeting summary to participants;
  • saving AI-generated notes or recordings in a shared company workspace or other location accessible to individuals outside the attorney-client relationship;
  • forwarding AI-generated summaries to colleagues, consultants, or other third parties who are not necessary to the legal representation; or
  • responding to discovery requests, subpoenas, or government investigations that may require production of AI-generated recordings, transcripts, or summaries.

AI tools can be useful, but convenience should not come at the expense of confidentiality. Before using an AI note taker in a legal meeting, stop and ask: Could this affect privilege or expose sensitive information? When in doubt, consult your attorney first.

 

Disclaimer: This article is provided for general informational purposes only. It does not constitute legal advice and does not create an attorney-client relationship. For advice regarding your specific situation, you should consult a qualified attorney who can provide guidance tailored to your individual circumstances.

Workplace Violence Prevention Plan-image
  • Michael Vaz D'Almeida
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Annual WVPP Review & Training Deadline Approaching for Covered California Employers
Annual WVPP Review & Training Deadline Approaching for Covered California Employers 512 768 Michael Vaz D'Almeida

If you are already doing business in California, you probably know about California Senate Bill 553 (SB 553) – signed into law on September 30, 2023 – that imposes mandatory workplace violence prevention obligations on most employers operating in California. The law is enforced through the California Occupational Safety and Health Administration (Cal/OSHA) and applies broadly to covered employers, with only narrow exceptions.

Who is a Covered Employer?

SB 553 applies to all California employers except those employers, employees or places of employment which meet the following requirements:

  • Places of employment where (i) fewer than 10 employees are present at the workplace at any given time, (ii) such workplace is not accessible to the public, and (iii) the workplace is in compliance with the requirement to establish, implement, and maintain an effective Injury and Illness Prevention Program (IIPP) under Cal. Code Regs. tit. 8, §3203; or
  • Employees work remotely from a location of their choice that is not controlled by the employer; or
  • Certain health care, law enforcement, and correctional facilities under the statute.

If your organization does not fall within a specified exemption, your organization is considered a covered employer and must comply with SB 553.

Initial Compliance Deadline Passed.

As of July 1, 2024, all covered employers were required to: (i) establish and implement a written Workplace Violence Prevention Plan (WVPP); (ii) provide effective employee training on the WVPP and when new hazards or plan changes arise; (iii) maintain a violent incident log; and (iv) create and retain records of all training, incident investigations, and hazard correction actions (most for at least five years).

If your organization has not yet taken these initial steps it should act immediately. Cal/OSHA has authority to inspect workplaces, issue citations, and impose monetary penalties—ranging from hundreds to tens of thousands of dollars per violation, depending on the classification (e.g., general, serious, or willful).

Annual Compliance Requirements Coming Up Soon.

Covered employers must now prepare to meet the law’s first annual compliance deadline. By July 1, 2025, covered employers must: (i) review the WVPP for effectiveness and update it, if necessary; (ii) retrain employees on the WVPP and applicable legal requirements; and (iii) provide supplemental training for any new hazards or changes to the WVPP.

Conducting timely reviews and updates not only ensures compliance but also strengthens workplace safety and reduces liability exposure.

If you are unsure whether your organization is a covered employer or need help with WVPP compliance, employee training, or recordkeeping obligations, our team is here to assist.

 

Disclaimer: This article is provided for general informational purposes only. It does not constitute legal advice and does not create an attorney-client relationship. For advice regarding your specific situation, you should consult a qualified attorney who can provide guidance tailored to your individual circumstances.

Deborah Nilson-Building Bridges to the USA SelectUSA Roadshow 2025
  • Deborah Ann Nilson
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Building Bridges to the USA/SelectUSA Roadshow 2025
Building Bridges to the USA/SelectUSA Roadshow 2025 576 864 Deborah Ann Nilson

Looking back on an inspiring week with the Building Bridges to the USA/SelectUSA Roadshow 2025!

I had the honor of speaking as the business attorney on panels in Paris, Lille, and Lyon, alongside experts dedicated to supporting French companies in their expansion to the United States.

We discussed the legal and strategic aspects of a successful market entry, emphasizing key insights and best practices. The conversations were enriching, and the level of engagement from the entrepreneurs was truly impressive!

A huge thank you to the organizers—especially Isabelle Raux, Business France—and to all the participants for these valuable exchanges and moments of sharing. I look forward to continuing these discussions and helping even more businesses take the leap to the U.S.

Feel free to reach out if you’d like to learn more!

  • Deborah Ann Nilson
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2024 Holiday Video
2024 Holiday Video 1536 971 Deborah Ann Nilson
  • Nancy Maurice
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Corporate Transparency Act 2024: Don’t Miss the Deadline to File your Beneficial Ownership Information Report
Corporate Transparency Act 2024: Don’t Miss the Deadline to File your Beneficial Ownership Information Report 474 316 Nancy Maurice

The deadline to file your beneficial ownership information report (“BOI Report”), January 1, 2025 (or, if your company was created this year, within 90 days of creating this entity), is fast approaching.

Pursuant to the Corporate Transparency Act 2024, all companies created or registered in the U.S. must file their BOI Report with the Financial Crimes Enforcement Network (“FinCEN”), unless they fit under one of its limited exemptions. Failure to submit your BOI Report may result in civil fines of $500 per day of non-compliance and criminal penalties of up to a $10,000 fine and/or 2 years in jail.

If you would like for Nilson law to assist you with the creation of your BOI Report, or to see if your company falls under an exemption, please contact us without delay at compliance@nilsonlaw.com. We offer a flat fee to help you identify your beneficial owners, and to prepare and file your BOI Report with FinCEN.

To ensure timely compliance with the mandatory requirements of the CTA, we strongly encourage you to contact us early to avoid any technical issues due to a higher volume of filings towards the end of the year.

  • Deborah Ann Nilson
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2023 Holiday Video
2023 Holiday Video 623 427 Deborah Ann Nilson
Corporate Transparency Act 2024Compliance standards policies rules regulations
  • Nancy Maurice
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Doing Business in the U.S.: Stay Tuned for the Corporate Transparency Act 2024
Doing Business in the U.S.: Stay Tuned for the Corporate Transparency Act 2024 1000 600 Nancy Maurice

Starting on January 1st, 2024, the Corporate Transparency Act (“CTA”) will introduce new reporting requirements that may affect your company. These changes come as the U.S. government seeks to enhance corporate transparency and curb illicit financial activities facilitated through anonymous shell companies.

We have provided a concise overview below to help you understand the key components of the CTA and its potential impact on your business. We hope you will find this recap useful.

Your Business Might be a Reporting Company

The scope of the CTA is broad, which means that your business is likely to be subject to these new reporting requirements. Reporting companies include both domestic and foreign entities (corporations, LLCs, and similar private entities) created or registered to conduct business in the U.S. There are some exceptions, such as entities that employ more than 20 US-based employees, have filed US federal tax returns demonstrating more than $5 million in gross receipts or sales, and have an actual office within the United States.

Beneficial Ownership Reporting

Reporting Companies will have to disclose information about their beneficial owners—individuals who exercise “substantial control” (directly or indirectly) over the company or own or control at least 25% ownership interest in said company. Criteria for “substantial control” include:

  • Serving as a senior officer.
  • Exercising authority over senior officers or a majority of the board.
  • Having significant influence over company decisions.
  • Any other forms of substantial control.

Reporting Requirements and Process

Reporting Companies will have to provide information about both the company itself and each individual who is a beneficial owner of the company.

  • Company Information: Full legal name, any trade or d/b/a name, address of the principal place of business in the U.S., jurisdiction of formation, and federal taxpayer ID number.
  • Beneficial Owner Information: The individual’s name, date of birth, residential address, unique identifying number (from a U.S. or non-expired foreign passport), and a copy of this document.

Though detailed forms are yet to be released, reports will primarily be submitted electronically through a FinCEN portal. FinCEN is currently developing secure and confidential systems to facilitate and protect this information exchange, ensuring it remains inaccessible to the public.

Non-compliance penalties include civil fines of $500 per day of non-compliance and criminal penalties of up to a $10,000 fine or 2 years in jail.

Timeline for Compliance

  • Existing Companies: Entities created or registered in the U.S. before January 1, 2024 will have a full year, until January 1, 2025, to comply with the CTA by filing their initial report.
  • New Companies: Entities created or registered on or after January 1, 2024, will have to file their initial report within 30 days of creation or registration in the U.S.

We’re Here to Support You

We understand that new regulatory requirements can be complex. Our dedicated team is closely monitoring the developments and is ready to assist you in navigating through these requirements.

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