Author: seidmanlaw

Strategic Litigation Risk Assessment: Navigating Financial Exposure and Technological Volatility

I have been litigating more in the past year and a couple of months. Why? What does this mean for me, my clients, my friends, and the business world at large? Stepping back for a minute led to the following conclusions all businesspeople need to consider when thinking about their business and legal strategies going […]

Environmental, Health, and Safety Contract Issues

When environmental, health, and safety obligations slip through the cracks, corporations confront more than lost productivity and strained supplier relationships. They face a landscape of legal liabilities that can swiftly erode balance‐sheet strength, derail strategic initiatives, and unsettle stakeholders. From enforcement actions and citizen suits to contract disputes and insurance claims, EHS failures ripple through […]

Examples of Earn-out Litigation

This blog post shares three real-world earn-out litigations—each in a different forum, each tied to a transaction in the $5 million–$20 million range, and each presumably costing total attorney’s fees greater than $1 million! 1. STX Business Solutions, LLC v. Financial-Information-Technologies, LLC Delaware Court of Chancery │ C.A. No. 2024-0038-JTL (Del. Ch. Oct. 31, 2024) […]

Boilerplate Language: Forum Selection and Choice of Law

Forum Selection Parties need to consider (a) the location where the dispute will be heard and (b) whether the dispute will be resolved by litigation, arbitration, or mediation. To add a little complexity, parties need to decide whether arbitration or mediation awards will be binding or non-binding. Contracts have choice of law provisions because a […]

Boilerplate Language: Final Terms, Amending Terms, Waiving Terms, Incorporating Terms, OH MY!

Each of these issues is typically found in the boilerplate at the end of a contract. Business owners who negotiate their contracts without legal counsel typically gloss over these provisions because they are unrelated to the business terms of the deal. They do so at their own peril. Entire Agreement. The integration or merger clause–also known […]

Privacy, Security, and Artificial Intelligence Checklist

Enforcement activity saw a significant surge throughout 2025, marked by landmark judgments and multi-million dollar settlements. These actions primarily targeted issues such as analytics, ad tracking, wiretapping, data subject rights, and the collection of sensitive data. As we move into 2026, this aggressive trend shows no signs of slowing. To help your organization navigate these […]

OPINION: A National Framework Helps Providers And Users

A uniform federal approach would reduce compliance complexity for AI vendors that otherwise must navigate divergent state laws and standards. This lowers transaction costs for multi‑state deployments and speeds product rollouts, which benefits end users through faster access to improved tools. Eliminating the patchwork of state rules that already forces vendors to bake differing legal […]

AI and the 4th and 5th Amendments

Our most intimate thoughts, schedules, and professional secrets are no longer just in our heads—they are in our “assistants”.  From enterprise-grade legal AI to the voice assistants on our nightstands, Artificial Intelligence (AI) is increasingly becoming an extension of the human mind. But this technological evolution creates legal friction like all other disruptive technology has. […]

Equitable Servitude In Real Estate

An equitable servitude is a legal term to describe a non-possessory interest in land that operates much like a covenant running with the land.  In other words, it operates very much like a restriction on the use of land that is held by a third party. Golf courses provide a great example. In case from […]

Five Real Estate Cases to Know

Economic uncertainty inevitably leads to litigation in all sectors. Here are five different real estate cases with issues that will lead to even more cases filed in the near future. 1. Return of Deposits for Unbuilt Co‑Living Units Case: Thirty‐Three South American Buyers v. Location Ventures (Miami‑Dade Cir. Ct., filed Feb. 2024)Issue: Breach of contract—developers […]

Proactively Avoiding Earn-Out Disputes

It is pretty straightforward: draft your agreement with precision, transparency and structured processes: Clarity. Accountability. Transparency. Bespoke. These are words that should define an attorney’s work at all times. David Seidman is the principal and founder of Seidman Law Group, LLC.  He serves as outside general counsel for companies, which requires him to consider a […]

Texas Court Fails To Understand The Value Of Trade Secrets

Sometimes Court just do not understand business realities. This is an example of a troubling ruling concerning trade secrets—it ruled that there is no violation of the federal Defend Trade Secrets Act (DTSA) unless there is unauthorized use of the stolen trade secret.  Put more bluntly, stealing the trade secret is not enough to create […]

Preferred AI Clauses for Contracts

After drafting, reading, negotiating, and analyzing so many contracts–all done by me versus AI–I want to share some of the better clauses I have read. Of course, each clause likely needs additional tailoring to meet your particular situation including the proper defining of the capitalized terms used in the examples below. This blog post provides […]

Increasing Personal Liability For Directors Who Make Little Or No Effort To Meet Their Fiduciary Duties

It has been largely assumed boards of directors are largely insulated from the personal consequences of major corporate disasters.  Protected by the “business judgment rule” and corporate charters, directors have historically been shielded from liability for operational failures that occur on their watch.  That shield is cracking without any additional burdens being placed on directors.  […]

What Is An Earnout?

An “earn-out” is a contingent‐payment mechanism commonly used in mergers and acquisitions to bridge valuation gaps and share future‐performance risk between buyer and seller. Instead of paying the full purchase price at closing, the buyer pays a base amount up front and defers a portion of the consideration—often 10–50% of the total—to be “earned” only […]

Boilerplate Language: Scope of Exposure

Seidman Law Group will be posting a series of pieces on issues that are commonly overlooked as boilerplate provisions. The first topic discusses the scope of exposure for contracting parties. Scope of exposure is a fancy term for allocation of risk: what are the possible damages awards if a contract is breached or becomes impossible […]

Predictions on AI and Procurement

Several people have asked me for my thoughts on how AI will affect procurement. Really. First, I will share what companies are doing right now to implement AI in procurement: • Building centralized AI “governance hubs” to enforce standardized contracting playbooks. • Running tabletop exercises for AI failure scenarios linked back to contractual remedies. • […]

Litigation In A Nutshell

Junior attorneys often ask me for the two-minute explanation of the litigation process as someone who has been through it many times.  Business owners often ask the same questions for the same reason: they are not attorneys in the same way that I do not know how to run their businesses. Assessing and Managing Litigation […]

Illinois Law: Use of Proceeds Clauses

This imaginary case serves as a great reminder that precise drafting and prompt enforcement of use‑of‑proceeds covenants can make—or break—a commercial real‑estate loan recovery. CASE FACTS AY Properties, LLC advanced a $2.5 million construction loan to DS Investments, Inc. for the development of a mixed‑use retail property in Chicago, Illinois. Under the loan agreement, disbursements were conditioned strictly […]

Case Update: Use of AI in HR Software

Your recruiting software is likely using AI even when it’s not marketed that way (“smart matching,” “automated screening,” “predictive analytics” ==> hidden AI). Likewise, voice-based screening, video analysis, resume parsing, and chatbot interviews all create unique discrimination risks that traditional hiring methods do not have. Case Background In May 2025, the Northern District of California […]

All About Earnouts

Earnout Basics An earnout is a transaction mechanism where the buyer agrees to pay additional consideration to the seller post-closing that is contingent on the target’s future performance, milestones, or events. Earnouts serve several crucial purposes in M&A deals: Key Terms in Earnout Negotiations Several critical terms must be decided upon when negotiating an earnout […]

SLG Published in Impact Wealth Magazine

Our article on the intersection of AI and insurance from a corporate law perspective was published in the Summer 2025 edition. Here is a link: Impact Wealth Summer Issue 2025 – Stephen Ross – Impact Wealth David Seidman is the principal and founder of Seidman Law Group, LLC.  He serves as outside general counsel for […]

Enforcing Carve-Out or “Bad Boy” Guaranties

Enforcing carve-out or “bad boy” guaranties in real estate loan agreements—especially in Illinois and other jurisdictions that favor lender protections—requires a strategic blend of contract clarity, trigger precision, and procedural discipline. Here’s how to do it effectively: First, the guaranty must be clearly drafted, with carve-out events precisely defined. Courts have upheld full recourse liability […]

Key Legal Issues in Real‑Estate Loan Defaults

Both lenders and borrowers–no matter how sophisticated they are or how much artificial intelligence they may use–often need reminders of the key issues they need to think about. Are There Any Event of Default & Acceleration Clauses?Most commercial loans define specific “events of default” (e.g., missed payment, breach of a covenant, insolvency). Upon default, lenders […]

Drafting Carve-Out or “Bad Boy” Guaranties

Drafting effective carve-out or “bad boy” guaranties—especially in Illinois or similar jurisdictions—requires a careful balance between lender protection and guarantor fairness. Here are some nuanced tips to help you structure them strategically: Start with precise definitions. Avoid vague terms like “waste” or “bad acts” unless they’re clearly defined. Courts have interpreted ambiguous carve-outs as triggers […]

Beware Abuse of Attorney/Client Relationship for Personal Advantage

Such abuse happens more often than attorneys care to admit. Sometimes it is death by a tenth of an hour at a time. Other times, a law firm will blatantly violate its obligations for reasons ranging from friendship to greed. Orbian Corp. v. Burns & Levinson: That Is NOT What Friends Are For In December […]

Case Update: Post-Closing Litigation

In Northern Data AG v. Riot Platforms, Inc., a Delaware court dealt with a case in which the parties disagreed on the final price and submitted several issues to an accounting expert. The expert resolved four issues in favor of the Buyer. To no surprise, the Seller then ran to court. For two of the four […]

Extreme Heat and Manufacturing/Distribution Agreements

I have been asked several questions recently about this issue for obvious reasons. Rather than bore you in one blog post, I decided to bore you in two blog posts. 1. Definitions & Scope 2. Manufacturing-Phase Obligations 3. Distribution-Phase Protections 4. Force Majeure & Excusable Performance 5. Indemnities, Warranties & Liability Caps Clause Type Purpose […]

Thinking About Trade Secrets, AI, Workplace Safety, and ICE Raids

I strongly suggest businesspeople think about the interplay between “general legal issues” and “general use technologies“. I also strongly suggest asking me for a picture of myself with Paulie Walnuts when I met him at this boxing match–this is one of my favorite celebrity pics from my work trips to Las Vegas. Innovations in AI-powered […]

Forecasting the Key Legal Issues for SMBs in 2026

It is never too early to start worrying about how the legal world will impact your business in 2026. That said, I foresee the key legal issues in 2026 to largely mirror those from 2025. This is not intended to be a comprehensive list; rather, this is a “greatest hits” of generally applicable issues businesspeople […]

Getting Ready for the Get Ready: Selling a Business

I hope the cheesy photo grabbed your attention because overlooking key legal aspects of an M&A deal can lead to delays, disputes, or even derail the deal entirely. Here’s a breakdown of the most important legal considerations: 🧾 1. Business Structure and Ownership 📑 2. Due Diligence Preparation 📜 3. Contracts and Assignability 🧠 4. […]

Simple Mistakes That Cause Expensive Litigation

No one is perfect. This is why many of us have jobs. However, many mistakes are avoidable. REALLY AVOIDABLE. These three cases are reminders to sweat the small stuff. Bissell Street I, LLC v. Westbrook Partners LLC (New York): Parties that co-funded and worked together in the acquisition of a $139,000,000 real estate property failed […]

AI Representations and Warranties in Contracts

All agreements should be carefully drafted after proper due diligence to ensure the parties are receiving what the parties agree to exchange. Representations and warranties lock in the core facts underlying the parties’ transaction. Artificial intelligence upends many of the classic representations and warranties that are found in agreements. So be careful! Obvious examples where […]

AI and Insurance: How Do We Protect Our Company?

A data breach caused by an AI vulnerability, a product liability claim stemming from AI bias and many other scenarios could wipe out the gains created from using generative AI. Even worse, the company’s existence could be placed at risk. So an obvious question must be asked “Is the company truly insured for these risks?” […]

Need to Change FEIN? Maybe.

One of the decisions to make when converting an entity is whether to obtain a new Employment Identification Number (EIN) or to keep the current EIN in place. A company’s EIN is a unique nine-digit number for U.S. business entities use for tax filings and other identification purposes. EINs are required for a company can […]

Attorney-Client Privilege Issues In Disputes Between LLC Members

When controlling owners or managers seek the legal advice from the company’s attorney on sensitive subjects such as a business divorce, the company expects the attorney-client privilege to keep this advice private. But in Illinois, the attorney-client privilege may not protect communications between the managers of a limited liability company (LLC) and the company’s attorneys […]

SLG in Impact Wealth Magazine

We are proud to have our article on AI and Fiduciary Duties published in Impact Wealth Magazine. The issue can be accessed through this link: Spring 2025 Issue with Cover Star Wilbur Ross – Impact Wealth

Pricing Issues in Contracts

Rising prices makes people angry and litigious. It also makes them ask their attorneys to find creative arguments to terminate contracts. Put differently, inflation makes calling an attorney with both corporate and litigation experience even more important. The simplest and most practical way to avoid either scenario is to use forms for taking orders, quoting […]

AI and the Law: Client Rights

The American Bar Association (ABA) recently provided guidance on the ethical use of Generative Artificial Intelligence (GAI) tools in legal practice. While these tools can enhance efficiency and effectiveness, they must be used in a way that aligns with ethical standards. Clients need to know the following: The reality is that most of the AI-related […]

Prudent Investing: Do You Know What The Company Does?

Investors fail to engage in elemental due diligence when they do not understand the underlying technology. This results in a superficial understanding of their investment materials, which unfortunately leads to them being taken advantage of. Likewise, they rely on the investment seeker’s professional services firms to act in an ethical manner throughout their engagements with […]

Delta v. Crowdstrike: Third Party Risk Management

The Blue Screen of Death. It scared everyone who saw it. Let’s just say CrowdStrike’s update to customers’ Microsoft systems did not go according to plan. CrowdStrike later explained the error was attributed to a logic flaw in its Falcon sensor configuration update. Put differently, CrowdStrike claims it was a failure in its development process […]

ICE Raid Basics

An executive order titled “Protecting the American People Against Invasion” has refocused immigration enforcement efforts and increased the likelihood of ICE raids on their projects. Attorney General Bondi issued policy guidance requiring U.S. Attorney’s Offices, ICE, and other federal agencies to investigate and prosecute immigration-related crimes, which extends to employers and contractors knowingly employing or […]

AI and Hiring: A Growing Minefield

A recent analysis published by MIT (Here) analyzed AI technologies that are used to screen and hire potential employees. The analysis found that improvements made using AI interviewer bots, resume screening software, and other platforms that rely on advanced language models are real but significant flaws remain that are problematic. This blog post points out […]

Real Estate LOI Basics

Real estate letters of intent (LOIs) set forth economic terms, provide a checklist of the basic substantive terms, and serve as the starting point for attorneys to draft the formal agreements. Put differently, LOIs are the preliminary understandings of parties who intend to enter into a contract in the future “if the deal works out.’” […]

Seidman Law Group Podcast Interview

We were recently featured in a podcast: Essential Legal Strategies For Business Owners With David Seidman. Here is the link: Zero To A Hundred – Episode 25 – Zero to a Hundred – Apple Podcasts Thank you to the very impressive Jarrod Guy Randolph. You can learn more about him here: Jarrod Guy Randolph David […]

Fraudulent Transfer Basics

Imagine a scenario where a debtor, facing mounting financial pressure, strategically transfers assets to avoid paying what is owed. The dissipation of resources to hinder creditors from collecting their debts is known as a fraudulent transfer.  The Illinois Uniform Fraudulent Transfer Act (IUFTA) allows creditors to challenge transfers made by debtors with the intent to “disturb, […]

College-Level Scandal Is Sadly Effective

Remember all of the bars and restaurants named the “Library” or the “Bookstore” in college. You and your classmates would charge your fun to these places because you thought your parents would pay these charges without questioning them whatsoever. It turns out that these scams are also effective in the real world. Read this quote […]

Knows Your PIK Part 2

PIK Borrowers PIK interest loans benefit borrowers when they have significant growth potential but temporary cash constraints, need to conserve cash in periods of underperformance, or face a lack of equity funding or uncertain liquidity options. These types of borrowers are not serviced by traditional banks or ABL lenders. Borrowers seeking PIK interest loans in […]

Knows Your PIK Part I

Paid-In-Kind (PIK) interest features allow borrowers to add interest to the principal of a loan versus making cash payments. This is different than traditional interest payments where borrowers pay interest in cash at regular monthly or quarterly intervals. A growing number of private market loans are being structured or amended to include PIK interest in […]

Key Considerations When Asserting or Defending Reasonable Reliance in Fraud Cases

Plaintiffs must prove that they “reasonably relied” on fraudulent misstatements of material facts to win their cases. Defendants often argue (1) the plaintiff did not sufficiently investigate the truth of the misstatements; or (2) the misstatements were so unbelievable that no reasonable person could have relied upon them. Failure to Investigate: The law does not […]

Notes on Trade Secret Litigation

WINNING! According to Lex Machina, between 2019 and 2023, trade secret plaintiffs in federal cases that went to trial won 86% of cases, which is approximately 30% higher than the success rate across all federal cases. This is particularly interesting because more trade secret cases are being filed while the number of patent infringement cases […]

Web Scraping vs. Terms of Use

Data scraping extracts and copies data from websites. Often this is done to train AI large language models. Because scraped data commonly includes user-generated content and personal information, many companies explicitly prohibit data scraping through their terms of use. This includes X (formerly Twitter) which tried to enforce its anti-scraping terms of use. X’s argument […]

Three Thoughts on Anticipated Trends in Commercial Litigation

First, even before the Supreme Court overturned the forty-year precedent that ended Chevron deference (federal agencies are given leeway throughout the regulatory process), regulatory litigation was already skyrocketing. This is a direct result of GOP nominations of judges across the judicial system, which means the litigation expenditure risk is increasingly worth the potential reward. This […]

Fiduciary Duties and AI

Pivoting to AI will have serious implications for fiduciary responsibilities. Companies, family offices, and all advisors must strike an appropriate balance between human expertise and technological advancement. It is imperative that AI users encourage critical evaluations of AI-generated results with independent human thinking. The failure to do so can be catastrophic for everyone involved. Tools […]

Common Documentation Mistakes Can Cause Serious Problems

Different forms of electronic communication result in different levels of discretion and candor–for better or worse. Therefore, employees should be trained to properly communicate to avoid ticking timebombs in litigation. Is Documentation Required? This is a fundamental question that should be ingrained into employees’ heads because every thought need not be shared in writing. This […]

Preventing Workplace Violence: Know Your State’s Laws

Workplace violence continues to increase but what does this mean? While there are no standards to determine whether “workplace violence” occurs under OSHA’s definition of the term, you should want to prevent the existence of “a workplace where the risk of violence and serious personal injury connected to workplace activities are significant enough to be […]

Hope Is Not A Plan; Hiring A Creative Attorney Is A Plan

I have no insight into the attorney-client relationships in this case. That said, there were potentially underlying reasons why the Defendants litigating a (A) very expensive case with a (B) minimal chance of success was a smart move. In fact, these reasons are often overlooked by the attorneys themselves even when the attorneys would benefit […]

Newly Enacted Illinois Laws

I am proud to write that the Illinois legislature passed quite a bit of substantive legislation that was signed into law by Governor Pritzker. Business owners need to be aware of what new laws are passed every year. This post shares summaries of a limited number of business-related laws that Illinois companies should know about. […]

Have You Really Thought Through Your Due Diligence?

Due diligence identifies potential risks before closing a deal.  The goal is to find problems that may lead to renegotiating, reducing the purchase price, or walking away from a deal. Yet many issues remain hidden despite rigorous due diligence.  Earlier in my career I read about issues that were raised in a bankruptcy asset sale […]

Key Tenant Issues In Data Center Leasing Agreements

Leasing a data center is a strategic decision that comes with unique challenges. Here are some of the critical issues you should be aware of before signing a data center lease. 1. Security and Access Data centers house critical infrastructure, making security a top priority. Here are some considerations: 2. Maintenance Responsibilities Data center tenants […]

Choosing A Law Firm: Supersizing Often Fails

Would you hire a vendor that does not properly regard conflicts of interest? Fails to abide by basic business rules and laws? Loses you in the shuffle of other and larger clients? Violates its own internal procedures? Of course not. Yet business owners do this every day when engaging law firms. So please accept this […]

When Does The Threat of Lawsuit Become Tortious Interference With Prospective Business Relationships?

Business owners regularly threaten litigation to protect their companies.  In most cases, this threat does not create any potential liability to the party threatening litigation if a case is not ultimately filed.  But this does not mean that the possibility exists.  Likewise, business owners should be advised that they may potentially have a viable claim […]

Seven Year Noncompete After Sale of Business Affirmed In Delaware: The Law is Identical

The FTC’s new rule barring the use of noncompetition agreements contains a specific provision permitted the use of these agreements related to the sale of a business. Everyone involved in the sale process–sellers, buyers, brokers, accountants, and all other advisors–need to remember each state’s noncompete laws remain the same if the rule is upheld. The […]

Deep Fakes Law: A Quick Summary For Parents

Deep fakes and AI should scare all parents because their kids have new ways to make mistakes with or without trying.

Liquidated Damages In Real Estate Agreements

Liquidated damages provisions must be given careful consideration when negotiating a real estate agreement. Liquidated damages provisions usually appear as “earnest money” or a “non-refundable deposit” to set forth the negotiated amount of money that a seller can retain if a buyer breaches a purchase and sale agreement. Buyers are generally entitled to a return […]

AI and the Future of Contracts

Contract negotiations and interpretations present unique challenges for AI. For millennia contract law has been all about contextual understanding, personal analyses, concern for the future, and preventing (or creating) ambiguities. These issues are why solely relying on AI to draft contracts is unwise. Unsurprisingly, AI-generated contracts lack the ability to adapt for changes in the […]

Intercreditor Agreements

Intercreditor agreements are key. This is particularly true for real estate investors.

AI and Hotel Security

It is unsurprising that many people have asked me whether the hotel could be held liable in some way for P. Diddy assaulting Cassie Ventura.  After watching the video and having no other information, my initial reaction is that Cassie Ventura does not have a claim against the hotel. Nothing in the video suggests that […]

AI and Defamation

While ChatGPT 4.0 is far more cautious about making statements about specific individuals, it still hallucinates to disseminate damaging misinformation about people.  Litigation concerning prior versions of ChatGPT are winding their way through the courts right now with cases not being dismissed on purely legal arguments.  Earlier this year, a Georgia court ruled that OpenAI […]

AI and TRADE SECRETS

Almost one year has passed since news broke about Samsung employees sharing highly sensitive trade secrets with ChatGPT while testing software. As one of the world’s largest companies, Samsung has undertaken a wide–and expensive–series of measures to protect against intentional or unintentional disclosure of trade secrets. But trade secrets are usually taken without permission versus […]

AI And Data Security In The News (But Not In The News)

It is impossible for me to read the news and case law without thinking about how AI and Data Security issues impact today and the future. Here are some examples: Celsius Earnings Snafu: The company inadvertently had the information and press release publicly available before it planned to announce its earnings. Hedge funds and trading […]

Predictions on Future State-Level AI and Data Privacy Legal Frameworks

Greater public debate is necessary for society to determine how much more privacy it is willing cede. This includes the ability to learn information about your physical activities in your own home. This blog post recites three macro-issues with predictions regarding the regulatory regimes that will address these issues. Private Right to Action: Most state […]

AI: Choice of Law Provisions

One of my favorite “boilerplate” provisions now needs even more analysis. With state legislatures passing legislation and state court starting to issue rulings the choice of law governing your contract is more important than ever. The most notable state is California. Straightforward compliance with the California Consumer Privacy Act is not the whole battle because […]

AI Update: New FTC Proposed Rules

Earlier this month the Federal Trade Commission shared a notice seeking comments from the public about proposed rules concerning potential liability for generative AI developers. The new rule would (A) find generative AI developers liable for fraudulent impersonation of individuals and (B) create potential liability for companies providing the “means and instrumentalities” of such fraudulent […]

Commercial Forbearance Agreements: Borrower Considerations

            Forbearance is the act of temporarily refraining from taking action against someone or something.   In the commercial lending context, forbearance means the lender is refraining from exercising its remedies because the borrower defaulted on its loan.              Forbearance agreements can be simple and straightforward.  They can also be complicated contracts with many moving parts, […]

Protecting Limited Liability

A recent case in New York serves as an important reminder to follow corporate formalities to protect against “piercing of the corporate veil.”  In RPH Hotels 51st S. Owner, LLC v. Icon Parking Holdings, LLC, the defendant holding company was found liable for the debts of three wholly owned subsidiaries. Applying Delaware law, the Court […]

Appraising the Choice of Appraiser

Business and real estate appraisals determine the damages awarded in larger commercial cases. Therefore, the credibility and quality of the appraisal report are paramount. Nonetheless, parties often choose their appraiser because they want the appraiser to provide a valuation that is higher or lower depending on the party’s preferred outcome. This can be a short-sighted […]

Supply Chain and Pricing

            “Supply chain issues” is the post-Covid version of saying “the check is the mail.”  It is a perfect analogy.  When a person blames the post office, that person is blindly blaming everyone from the clerk at the post office to the person who delivers your mail plus an untold number of people who have […]

General Thoughts on Remote Work

Rejecting all requests for remote work is the easiest legal solution.  But it might leave a company with few or no employees.  A less extreme concept would be limiting remote work to short periods not to exceed sixty or ninety days within a calendar year but this might not be feasible either in this employment […]

SaaS Agreements – Part 3

And now for the conclusion of SaaS agreements…. 8. Warranties. Software providers try to disclaim every possible warranty in their agreements. When they are willing to provide any warranty, it is likely because there are multiple redundancies in the software that enable to the software to function under most every circumstance. That being said, customers […]

SaaS Agreements Part 2

For those of you who missed part one, please click here. I am diving right in. 5. Customer Support. For software companies, there is a delicate balance to be struck the amount of customer support and the pricing for customer support. Smart software companies have already decided these issues well before customer outreach starts. Customers […]

SaaS Agreements – Part 1

Everyone knows software rules the world. Few people know how to draft and to negotiate Software as a Service (SaaS) Agreements. Before analyzing any contract language, it is important to list the key terms and conditions in a SaaS Agreement: This article will address the first four points above. 1. Access Rights and Users: Software […]

The Fan Is Being Hit

The title says it all: Overdue Office Loans Are New Pain Point for Banks in FDIC Report (yahoo.com) This makes it even more important to review your loan documents to determine whether there is recourse. This previous blog post is a good place to start: When Good Non-Recourse Loans Go Bad – Seidman Law (seidmanlawgroup.com) […]

IP Licenses Are IP Leases

An intellectual property license is a lease for use of Intellectual property.  If attorneys and their clients understood this elemental principle, then licensing negotiations would often be less complicated, less fought over, and less expensive. Certain words are used in the same manner in both types of agreements, such as the words “term”, “termination”, and […]

Recording Virtual Meetings

The general advice from risk-averse attorneys is straightforward: don’t do it! This advice is premised on four key considerations. First, litigators and corporate counsel do not like surprises. They do not like shaking their heads when they have a great case….until watching the recording of the meeting. Second, with phone calls to people around the […]

Successor Liability

Buyers of businesses prefer asset sale transactions to avoid inheriting some or all of the liabilities of the seller. It is commonly known buyers are not responsible for sellers’ liabilities that are not assumed by the buyer in the asset purchase agreement. Sloppy drafting and inexperience are the main reasons exceptions to this rule are […]

When Good Non-Recourse Loans Go Bad

More than $5 trillion of commercial real estate-related debt is scheduled to mature by the end of 2024.  Significant demand to refinance debt over the next fourteen months will occur regardless of economic conditions. But current and anticipated economic conditions for commercial real estate owners are not promising. Finding affordable refinancing opportunities will grow increasingly […]

Force Majeure Clauses Remain Very Important

Simply adding “pandemics” or “Covid-19” to force majeure clauses is lazy lawyering.  Courts analyze force majeure clauses according to their specific language.  Ironically, this is one area where attorneys are failing to put in the time—billable time!—to ensure their clients are properly advised. The following are issues that are commonly overlooked: How does climate change […]

Delving Into Hotel Management Agreements

Third party management companies provide great value for hotel owners. Yet owners and their attorneys often do not look for third party managers that provide the best possible suite of services or cost savings because they do not know what to ask. The following points address issues owners and their attorneys should look for or […]

Trade Secret Insurance Considerations

Trade secret insurance protects businesses from financial losses resulting from the theft, misappropriation, or unauthorized disclosure of their trade secrets.  A broad definition of trade secrets requires information to be (a) protected as confidential and proprietary; and (b) have economic value because the public does not have access to the information.  That being said, do […]

Smart Ways To Minimize Legal Risk

Smart businessowners understand managing legal risk increases a company’s bottom line and, therefore, its value. More than ever, attorneys are the generals leading defense preparation and implementation to protect the company’s assets from attacks coming from every direction. It is well understood business risks are frequently unintended or unforeseen.  When this happens, the company faces […]

Can You Do the Side Hustle?

Millions of full-time employees are creating new businesses as second sources of income with the goal of transforming the new businesses into primary sources of income.  This begs a simple question: what is the legal framework governing side hustles?             From a practical perspective, an employer expects its employees to do their jobs. In formal […]

Do You Know What Is In Your By-Laws?

If your answer to this question is no, then you may want to consider brushing them off for many reasons: estate planning, corporate governance, and preventing (or preparing for) disputes are common reasons why people undertake a review.  Within each of these contexts, if any changes need to be made then it is better to […]

Estoppel Certificates Are Important Than You Already Think They Are

            At its core, an estoppel certificate is simply a statement that a commercial lease exists and a recitation of certain provisions of the lease.  But estoppel certificates also typically require a tenant to attest to compliance with the lease by the landlord and tenant.   Commonly requested admissions include the absence of any defaults, lease […]

Inevitable Disclosure and the Defend Trade Secrets Act

The inevitable disclosure doctrine in trade secrets cases is a simple concept. At its core, it presumes a former employee will inevitably disclose and use trade secrets of the former employer in the employee’s role with the new employer. As a result, it further presumes, it is inevitable that the former employee will disclose and use the […]

Avoid Unforced Errors When Executing Contracts

This firm works with a number of business brokers and investment bankers who are very good at their professions.  They should be commended for their hard work and creativity to help buyers and sellers reach agreements. But they are not attorneys in the same way attorneys are not business brokers or investment bankers.  Therefore, your […]

Price Escalation Clauses

Inflation has made price escalation clauses a relevant topic. Yet many of these clauses fail to create a clean, straightforward understanding as to how the escalation will work. A well-drafted price escalation clause should have the following five elements: Many business considerations need to be addressed within the five elements. In talking with business owners […]

Limitation of Liability Clauses

A limitation of liability clause is a term in an agreement that limits potential exposure if a lawsuit or claim is filed. Liability caps can focus on prohibiting liability beyond specific amounts of money: This is rather straightforward. Limiting the types of damages that can be recovered is trickier. Many agreements permit parties to recover […]

Drafting Cease and Desist Letters

Effective cease and desist letters do not require fancy lawyerly language. Like many other letters, they need to be direct and terse without sugarcoating the fact your company will take certain actions to protect its trade secrets and other confidential information. Your goal is to convince the new employer’s legal counsel, not the former employee, […]

When Estate Planning and Corporate Law Collide

Certain uses of corporate documents to engage in estate planning are overlooked tools. For example, issuing separate classes of stock or LLC units for each line of descent is a simple solution for family businesses that can be ratified by corporate directors and officers.  The same is true for buy-sell agreements. When these two planning […]

#MeToo Clauses

#MeToo clauses are still relatively new additions to the numerous representations and warranties in M&A agreements.  These clauses focus on a seller’s knowledge or awareness of accusations of sexual misconduct against its executives and others, which could be internal and financial land mines.   It is unsurprising that these provisions are now being inserted into other […]

NDA No-Nos

It is common knowledge that a Non-Disclosure Agreement (NDA) does not provide absolute protection of a company’s intellectual property or other proprietary information.  Unfortunately, many business owners are not advised with sufficient detail as to (1) why an NDA is insufficient and (2) how to keep an NDA enforceable. Receiving poor or no advice concerning […]

Short Post: Text Agreements Are Like Penciled Agreements

So many people make and confirm agreements via text, WhatsApp, or other electronic message but then never formalize their agreement.  This is also true with amendments to existing agreements.   I think of text agreements like agreements that are written in pencil.  Agreements written in pencil and texts can be “real contracts” contrary to the urban […]

June 2022 Hotel Newsletter

HOTEL LAW NEWSLETTER – JUNE 2022 Seidman Law Group represents various clients in the hotel sector.  Our extensive work in this field requires us to stay current with the everchanging federal, state, and legal landscapes that affect our clients.   It is our pleasure to share insight into issues we recently encountered while advising our […]

Short Post: Defining “Indemnify”

Ironically, failure to properly define the word “indemnify” is the root of significant number of lawsuits because the definition varies from state to state.  In a majority of states, the duty to indemnify does not automatically include the duty to defend the indemnitee. A number of states, including California, define indemnification to cover both legal […]

Effective Use of Arbitration Clauses

Clients often want dispute resolution provisions to include only jurisdiction, venue, and choice of law terms to avoid overwhelming their clients.  In these circumstances, I always recommend one additional term: mandatory non-binding mediation before a claim or lawsuit is filed.  When the stakes are very high, I often recommend clients to include details that do […]

The ABCs of LOIs in M&A

Letters of Intent are generally intended to be non-binding documents setting forth the general terms of a prospective transaction between a buyer and seller.  The LOI should also contain a roadmap explaining how and when the parties can reach their final agreement. Well-drafted LOIs also make unambiguous statements that protect the parties from unintended and […]

When Secrets May Not Be Trade Secrets

In many trade secret disputes, the parties are focused on fighting over whether the information was adequately protected

Operation Hidden Treasure–NFTs and Taxes

Operation Hidden Treasure is a joint effort by the IRS civil and criminal divisions to capture taxes owed resulting from cryptocurrency.

Seidman Law Group-Ready to Rumble

Since starting my own law firm earlier this year, I have continued to work with many clients who have trusted me over the years.