Non-fungible tokens (NFTs) represent unique digital assets that are typically used to represent ownership of digital art, collectibles, virtual real estate and other digital items. (For some background on NFTs see my primer.) Determining whether an NFT is a security is a complex and evolving legal question that depends on numerous factors and the jurisdiction … Read more
The U.S. Copyright Office has ruled that AI-generated artwork cannot be copyrighted. Let’s talk about that. But first a little background. What’s a Copyright A copyright is a legal right that grants exclusive control over the use and distribution of an original creative work. It gives the creator or owner of the work the exclusive … Read more
More on Reg D here.
• A profusion of classified documents was found • • In Uncle Joe’s house and The Donald’s compound • • Forty Five had the gall • • And Forty Six played ball • • Boy, there sure are a lot of top secrets floating around •
Founders may form many types of entities, including partnerships and regular corporations (C Corps), but two of the most popular types are limited liability companies (LLCs) and Subchapter S corporations (S Corps). Generally speaking, LLCs and S Corps are entities that allow profits and losses to be passed through to the owners of the entity, … Read more
There was a young man called George Santos / Whose life was a series of scant hopes / Thought he, “nothing can beat / A congressional seat” / So he lied and he lied, and he lied and he lied, and he lied and he lied, to the utmost
Sherlock Holmes in the public domain / Moriarity can only complain / The game is afoot / It’s time for a book / Sit back and have some [cough] champagne / More on copyright here and here.
An elderly lady with old money and new / Invested her wealth with the FTX crew / They bungled and stole / Left her deep in a hole / And now the old woman, she lives in a shoe / More on digital assets.
Word, Kanye, Kyrie / National Brotherhood Week / Words, natch, Tom Lehrer / In recognition of International Day for Tolerance. More on Tom Lehrer here.
LLC, a choice / Operating agreement / A necessity / More on LLC operating agreements here.
Non-competition / Employer: no loss, all gain / Sign the non-compete / Non-competition / Employee: fettered in chain? / Hold the non-compete / More on non-competition agreements here.
Here are two examples of contractual provisions that just made me chuckle: The first is from an asset purchase agreement. It’s not unusual for contracts to provide that the death of a key person will be a default. But how many allow that particular default to be cured? Buyer shall be in default under the … Read more
Entity structure / Limits liability / Care must be taken / More on piercing the corporate veil here.
NFTs are still hot. $37 billion of transactions in the first four months of 2022. So, what’s the story with NFTs? And how do you monetize them? We’ll get to that second question, but let’s start from the beginning. And check the glossary — on the right or below, depending on your device — for … Read more
It’s Not a 501(c)(3) A 501(c)(4) organization is an organization not organized for profit and operated exclusively to promote social welfare. 501(c)(3) and 501(c)(4) organizations are different. 501(c)(3) organizations are organized for charitable purposes; 501(c)(4) for social welfare purposes Both types of organizations are exempt from federal taxes, but only the 501(c)(3) organizations may receive … Read more
The Consolidated Omnibus Budget Reconciliation Act (“COBRA”) gives workers who lose their health benefits and their families the right to choose to continue group health benefits for limited periods of time under certain circumstances such as job loss, reduction in the hours worked, transition between jobs, death and divorce. Qualified individuals may be required to … Read more
It’s rare for a person to have a severe reaction to a vaccine. That’s comforting. Especially since there is very little recourse for a person who has had such a reaction. Vaccines are good. They can help prevent disease by training immune systems to recognize dangerous pathogens. COVID-19 vaccines are good. Not only can they … Read more
In an attempt to target funding to small businesses, the Biden administration has amended the rules governing the Paycheck Protection Program (“PPP”). First, only businesses with fewer than 20 employees may apply during the period from February 24 to March 2. Second, effective in early March, the formula used to calculate the amount of the … Read more
You have a new business or you’re thinking about expanding your existing business. And you think it would be great to offer some shares or membership interest in your company to an outside investor. Nothing could be easier. Right? Wrong! You may be selling securities and will need to comply with federal and state securities … Read more
As provided in the federal No Surprises Act (the “Act”), effective January 1, 2022, patients who have certain unanticipated medical expenses will be protected from egregious medical bills. The most common covered scenarios are (a) emergency care provided at an out-of-network facility, (b) emergency care provided at an in-network facility by out-of-network and (c) out-of-network … Read more