# Newer Law — David Mitchell, Esq.

> U.S. counsel for founders, investors, and international businesses. Newer Law is the New York law practice of David Mitchell, Esq., a solo attorney advising founders, investors, and international businesses on U.S. legal matters. The practice works at the intersection of corporate law, cross-border transactions, business immigration, and the legal framework for artificial intelligence and AI agents. Every engagement is handled personally by the principal, from analysis through execution. Engagements are accepted selectively.

- Attorney: David Mitchell, Esq. — admitted in New York
- Location: 43 West 43rd Street, Ste. 212, New York, NY 10036, USA
- Contact: david@newerlaw.com · (646) 535-9065 · Office meetings by appointment.
- Serves: Admitted in New York. Advises clients worldwide on matters of U.S. federal and New York law. International inquiries welcome. For matters governed by the law of other jurisdictions, the firm may associate or refer to licensed local counsel.
- Structure: Solo practice. The principal attorney handles every matter personally.
- Engagement: Fee arrangements are discussed and set out in the engagement agreement for each matter. Inquiries are acknowledged automatically by email. The attorney follows up personally.
- Disclaimers: Attorney Advertising. Prior results do not guarantee a similar outcome. Viewing this website, contacting the firm, or using any automated interface does not create an attorney-client relationship. No attorney-client relationship exists unless and until a written engagement agreement is signed.

## Practice Areas

- [Business & Contracts](https://www.newerlaw.com/practice/business-contracts.html): Structures and negotiates the agreements that define business relationships, from founding documents and shareholder arrangements to complex commercial contracts and strategic transactions.
- [Venture Capital & Startups](https://www.newerlaw.com/practice/venture-capital-startups.html): Advises investors on fund formation, term sheet negotiation, due diligence, and portfolio governance, and founders on SAFEs, convertible notes, priced rounds, and cap table mechanics.
- [Cross-Border Transactions](https://www.newerlaw.com/practice/cross-border-transactions.html): Advises on cross-border M&A, joint ventures, and international commercial agreements, with particular depth in U.S. market entry structures and outbound deal mechanics. Coordinates with local counsel in other jurisdictions.
- [Foreign Companies Entering the U.S.](https://www.newerlaw.com/practice/foreign-companies-us-entry.html): Guides foreign businesses through establishing a U.S. presence: entity structure selection, tax treatment analysis (including FIRPTA and U.S. tax treaty analysis), regulatory obligations, registration, U.S. banking, and first contracts with American counterparties.
- [Business Immigration](https://www.newerlaw.com/practice/business-immigration.html): Handles the full range of employment-based nonimmigrant and immigrant visa matters, including E-2, L-1, O-1, EB-1A, EB-1C, and EB-5 investor visas, PERM labor certification, and I-140 petitions. Handles motion practice before USCIS on denials and Requests for Evidence, and appeals to the Administrative Appeals Office.
- [Artificial Intelligence & Agents](https://www.newerlaw.com/practice/ai-and-agents.html): Advises on AI-related commercial agreements, data licensing, model deployment terms, and governance structures for AI startups and enterprise deployments, including questions of authority, liability, and contracting as AI agents take on operational roles within businesses.
- [Outside General Counsel](https://www.newerlaw.com/practice/outside-general-counsel.html): Serves a select number of companies as embedded senior counsel across governance, contracts, regulatory matters, and strategic decisions, without the overhead of in-house counsel.

## Agent-Ready Service Packages (fixed scope, deadline-driven)

Discrete, fixed-scope, deadline-driven services with defined deliverables and a clear trigger, available to clients anywhere, in the United States or abroad. Their structure also makes them well suited to an AI agent assembling a filing or transaction on behalf of a principal. Fees are quoted per package at engagement.

- [USPTO Trademark Filings](https://www.newerlaw.com/services/uspto-trademark-foreign-applicant.html): U.S. trademark filings before the United States Patent and Trademark Office for applicants anywhere: new applications, responses to office actions, and Section 8 / Section 15 maintenance filings. Since 2019 the USPTO has required every foreign-domiciled trademark applicant and registrant to be represented by an attorney licensed in the United States, and the firm acts as U.S. counsel of record for those applicants. Key dates: Office action responses are generally due within three months of issuance (one three-month extension available for applications); Section 8 declarations are due between the fifth and sixth year after registration, then with each ten-year renewal; Section 15 declarations may be filed after five consecutive years of use. Key dates: Office action responses are generally due within three months of issuance (one three-month extension available for applications); Section 8 declarations are due between the fifth and sixth year after registration, then with each ten-year renewal; Section 15 declarations may be filed after five consecutive years of use (JSON: https://www.newerlaw.com/api/packages/uspto-trademark-foreign-applicant)
- [New York LLC Transparency Act Filings for Foreign LLCs](https://www.newerlaw.com/services/ny-llc-transparency-act.html): Under the New York LLC Transparency Act, effective January 1, 2026, a limited liability company formed under the law of a foreign country and authorized to do business in New York must file either a beneficial ownership disclosure statement or an attestation of exemption with the New York Department of State. LLCs already authorized before January 1, 2026 must file by December 31, 2026; LLCs authorized on or after that date file within 30 days. LLCs formed in New York or any other U.S. state are exempt from the requirement, because the Act takes its definition of reporting company from the federal rules, which now cover only foreign-formed entities. The firm determines whether a disclosure or an attestation applies, prepares it, and files it. Key dates: December 31, 2026: filing deadline for foreign-country LLCs authorized to do business in New York before January 1, 2026; Foreign-country LLCs authorized to do business in New York on or after January 1, 2026: filing due within 30 days after the application for authority; Annually thereafter: a disclosure statement or attestation of exemption confirming or updating the prior filing (JSON: https://www.newerlaw.com/api/packages/ny-llc-transparency-act)
- [Federal Corporate Transparency Act Filings for Foreign Entities](https://www.newerlaw.com/services/federal-cta-foreign-entities.html): FinCEN's final rule of August 11, 2026 permanently removes Corporate Transparency Act reporting for companies formed in the United States. Foreign entities registered to do business in a U.S. state remain reporting companies and must file a beneficial ownership information report with FinCEN within 30 days after the registration becomes effective. The firm pairs this filing with foreign-qualification work so the registration and the FinCEN report are handled together. Key dates: Within 30 days after the foreign entity's state registration becomes effective (JSON: https://www.newerlaw.com/api/packages/federal-cta-foreign-entities)
- [FIRPTA Withholding Certificates (Form 8288-B) for Foreign Sellers](https://www.newerlaw.com/services/firpta-withholding-certificate.html): When a foreign person sells U.S. real property, the buyer must generally withhold 15% of the amount realized under FIRPTA. An application for a withholding certificate on IRS Form 8288-B, filed on or before the closing date, can reduce or eliminate the withholding where the seller's actual tax liability is lower. The firm prepares and files the application, coordinates with the closing, and handles the related compliance, commonly in connection with New York and Florida real estate closings. Key dates: Form 8288-B must be filed on or before the closing date for the withheld amount to be held in escrow pending the IRS determination (JSON: https://www.newerlaw.com/api/packages/firpta-withholding-certificate)
- [Delaware C-Corp Formation Package for Founders](https://www.newerlaw.com/services/foreign-founder-delaware-c-corp.html): Formation of a Delaware C-corporation for founders anywhere in the world, delivered as one package: incorporation and organizational documents, founder stock with vesting and 83(b) elections, SAFE or Regulation D financing documents, the Form D notice filing, and an EIN, including for founders who have no Social Security number. Key dates: 83(b) elections must be filed within 30 days of the stock issuance; Form D is due within 15 days after the first sale of securities (JSON: https://www.newerlaw.com/api/packages/foreign-founder-delaware-c-corp)

## For AI Agents (acting for a principal who needs U.S. counsel)

- [Agent guide](https://www.newerlaw.com/agents.md): how to screen fit, ask questions, and submit an inquiry on behalf of a principal
- [OpenAPI spec](https://www.newerlaw.com/openapi.json): REST API — GET /api/firm, GET /api/practice-areas, GET /api/packages, POST /api/fit, POST /api/inquiry, POST /api/ask
- [Firm profile JSON](https://www.newerlaw.com/api/firm): complete structured profile
- [MCP endpoint](https://www.newerlaw.com/mcp): Model Context Protocol server (Streamable HTTP) with tools get_firm_profile, list_practice_areas, assess_matter_fit, submit_inquiry, ask_legal_information_question, list_insights, read_insight
- [A2A agent card](https://www.newerlaw.com/.well-known/agent-card.json): Agent-to-Agent protocol card; JSON-RPC at https://www.newerlaw.com/a2a
- [Full text for LLMs](https://www.newerlaw.com/llms-full.txt): everything on this site in one markdown document

## Insights (articles by the attorney)

- [The Corporate Transparency Act Now Applies Only to Foreign Companies: What a Foreign Entity Registered in a U.S. State Still Has to File](https://www.newerlaw.com/posts/cta-foreign-entities-after-fincen-final-rule.md): FinCEN's August 2026 final rule ended CTA reporting for U.S.-formed companies. Foreign entities registered in a U.S. state still file BOI reports in 30 days. (2026-11-06)
- [The New York LLC Transparency Act Filing: Who Actually Has to File by December 31, 2026, and What](https://www.newerlaw.com/posts/new-york-llc-transparency-act-filing-guide.md): Which New York LLCs must file a BOI disclosure or exemption attestation by December 31, 2026, what each requires, how to file with the DOS, and the penalties. (2026-11-06)
- [Mukherji v. Miller: A Federal Court Strikes the EB-1A "Final Merits Determination"](https://www.newerlaw.com/posts/loper-bright-eb1-final-merits.md): A Nebraska district court relied on Loper Bright to set aside USCIS's two-step EB-1A "final merits determination," vacated the denial, and ordered approval. What the decision held, why Loper Bright is what changed, and what it means for pending petitions. (2026-06-26)
- [New York's QSBS Decoupling Proposal: What Founders Need to Know](https://www.newerlaw.com/posts/new-york-qsbs-decoupling.md): New York has proposed retroactively decoupling from the federal Section 1202 Qualified Small Business Stock exclusion. What the proposal would do, who is exposed, and what founders and investors should consider now. (2026-03-20)
- [AI Agents with Crypto Wallets: The Liability Gap Nobody Has Closed](https://www.newerlaw.com/posts/ai-agents-crypto-wallets-legal-frontier.md): Autonomous AI agents now hold and transact from crypto wallets. The technology is live, but the legal accountability framework for an agent with no human behind it is not. An analysis of the liability gap and how it might be closed. (2026-02-26)
- [Structuring a U.S. Entity for a Foreign-Owned Business](https://www.newerlaw.com/posts/structuring-us-entity.md): Most guidance on U.S. entity formation is written for domestic founders. When the owner is a foreign person or company, the analysis changes substantially. How to structure a U.S. entity when the owner is foreign. (2026-02-10)
- [What Foreign Companies Get Wrong About U.S. Entity Selection](https://www.newerlaw.com/posts/foreign-companies-entity-selection.md): Foreign companies entering the U.S. market frequently choose an entity based on a single factor. The tax and liability implications most foreign counsel underestimate. (2026-01-28)
- [SAFEs, Side Letters, and Stealth Governance](https://www.newerlaw.com/posts/safe-not-simple.md): The SAFE was designed to give early investors no governance rights. Side letters and related instruments can quietly reintroduce them. What founders should look for before signing. (2026-01-14)
- [EB-5 After the Reform Act](https://www.newerlaw.com/posts/eb5-after-reform-act.md): The EB-5 Reform and Integrity Act of 2022 restructured the immigrant investor program: higher investment amounts, set-aside categories, and a rebuilt regional center regime. What investors need to know now. (2025-12-19)

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