Are NFTs Securities?

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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

Copyright Protection for AI⁠⁠-⁠Generated Works

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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

Limerick: Shhh

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• 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 •

Forming an LLC? Why not an S Corp?

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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

Limerick: George Santos

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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

The Lighter Side of Contracts

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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

Starting a 501(c)(4) Organization

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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

COVID Provoked COBRA Changes

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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

Paycheck Protection Program Rules Revised

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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

What the …? I’m Selling Securities?!

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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