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 […]

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 […]

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 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 […]

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 […]

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 […]

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 […]

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 […]