Laurice Rutledge LambertFri, May 24, 2024, 7:29 PM

Hi Harrison, I do a lot in this space - both mental health wellness startups and data privacy!

Harrison HawkesFri, May 24, 2024, 7:30 PM

Thank you @llambert. I'll send you a DM

Chris Jones Fri, May 24, 2024, 9:09 PM

I’m doing one of these myself for the first time. Don’t have anything to share yet, but am in the same boat re: danger 😆

Teddy Ellison Fri, May 24, 2024, 9:19 PM

If you end up connecting with someone on it let me know, I feel like I have a pretty good grasp but would love second opinion. Also happy to compare notes.

Rachel WatersThu, May 23, 2024, 7:32 PM

@nick What industry? I have some recs, but they are really applicable to employment/workforce applications. I know others who have used Holistic and have a good opinion of them, but I can't speak to them myself

David LundeenThu, May 23, 2024, 8:40 PM

I don’t know if they qualify as auditors exactly, but I have a friend who does ethical consulting (including bias detection) for these sorts of issues.  Let me know if you would like an introduction.  https://www.ethicalresolve.com

Attachments

• Ethical Resolve Data Ethics Consulting: Ethical Resolve
• https://www.ethicalresolve.com/

David LundeenThu, May 23, 2024, 8:49 PM

(I checked with the principal of Ethical Resolve, they do internal readiness to get companies prepared for third party bias audits)

David LundeenThu, May 23, 2024, 9:58 PM

ER partners with these auditors: https://babl.ai

Nick RobbinsThu, May 23, 2024, 10:12 PM

@rachelewaters HR tech stack. These are names that have bubbled up https://babl.ai/services/https://www.credo.ai/solutionshttps://fairnow.ai/http://Holisticai.com

Attachments

• Credo AI - Solutions
• https://www.credo.ai/solutions

• FairNow: FairNow: AI Governance Software for Ethical & Responsible AI
• https://fairnow.ai/

Brian SchererThu, May 23, 2024, 10:32 PM

@nick can you uncheck the box that sends these messages to the channel (so it keeps it in the thread)? It gets confusing the more activity we have in these channels. Thanks!

Brian SchererThu, May 23, 2024, 10:32 PM

file

• Screen Shot 2024-05-23 at 10.02.06 AM.png

Rachel WatersThu, May 23, 2024, 10:34 PM

@nick DCI consulting is well regarded for workforce bias audits (including AI solutions)but caution that they are likely more expensive than the other options mentioned. Happy to talk more if you want to dm me

‍

‍

Jess Shpall RosenWed, May 22, 2024, 7:00 AM

I can inquire with our international  network

Jess Shpall RosenWed, May 22, 2024, 7:12 PM

Tess Von DadelszenMorrison Kent Lawyerstel:+6493032164mailto:tess.vondadelszen@jbmorrison.comThis is to start; I can keep looking if you need other options. The referral is through my partner Joel Greenwald

Laurel PalluziWed, May 22, 2024, 9:47 PM

Thanks!

Chris JonesWed, May 22, 2024, 11:16 PM

Possibly https://www.linkedin.com/in/kristi-lundstrom-hill-8760a947/overlay/about-this-profile/. Don’t know her personally but we overlapped in both undergrad & law school.

Jess Shpall RosenThu, May 23, 2024, 1:28 AM

Yes!  You can let them know I sent you (and I will let them know about HeyCounsel @brian-scherer 🙂 )Brigette Renaud, Esq. Renaud PLLC ERISA // TAX LAW // BENEFITS COUNSEL 41 Flatbush Avenue Brooklyn, NY 11217 tel:6467050043 mailto:brenaud@renaudpllc.com http://www.renaudpllc.com Dorothy ("Doll") E. Lank Managing Partnertel:2026600516 (D)tel:3036014539 (C)   921 H St. NE, #335Washington DC 20002mailto:dlank@klblawgroup.com

Brian SchererThu, May 23, 2024, 1:30 AM

@jsr going to need to work you into a rev-share model once thus turns a profit 😂

Jess Shpall RosenThu, May 23, 2024, 1:31 AM

A rising tide lifts all boats 🛶

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John YowTue, May 21, 2024, 7:51 AM

I'm not a fan of "perpetual" but don't think you're accidentally creating a contract into infinity by using it. My interpretation would be perpetual refers to throughout the term. So unless the survival clause for some reason references the license, I'd think you're safe. Still I try to avoid the term because there is some ambiguity.

Exclusivity would be the same analysis to me - unless a survival clause references the section, that obligation ends with the contract and other terms. I've done a lot of sports sponsorships with exclusivities and never had a company expect that term to survive.

Open to chatting more if helpful.

Jeff GordonTue, May 21, 2024, 5:12 PM

In my 20+ years of doing software and tech deals, if a vendor is selling a perpetual license, then yes, it’s truly forever, unless the breach is material to the license itself.

In other words, it depends on the nature of the breach.  For example: if the breach is non-payment, or if the breach is a violation of confidentiality by the buyer, then yes, the license would terminate.

But if the termination is due to any bad behavior on the part of the vendor, or a result of trying to terminate a services component to the license (which used to be made mandatory in many perpetual deals), then the license to use the product continues.

Jeff GordonTue, May 21, 2024, 5:17 PM
Maybe. It’s still going to depend on the nature of the breach.

Even if I had an exclusive, perpetual license, presumably there’s IP that the vendor still retains (ie: they licensed it, not sold it). So there should be SOME instances where the vendor could terminate the license.

Likewise, exclusivity doesn’t change the fact that the vendor shouldn’t be able to backdoor a license revocation by behaving badly and causing a breach/termination event.

Jeff GordonTue, May 21, 2024, 5:26 PM

I’m continuing to think about the exclusivity now with regards to services… and again, it’s going to depend on the breach.

Let’s assume that Provider X has a particular set of skills (COBOL, for example, as a dying tech art). They contract with Market Gorilla for exclusive COBOL services for a reasonable hourly rate.

Three years into the perpetual contract (which may have indentured servitude issues not discussed here), there really aren’t any other COBOL programmers in the world and Provider X is getting calls from everyone offering obscene hourly rates (among other things). He wants to cancel his contract with Gorilla and take these other VERY lucrative deals.

X shouldn’t be able to cause a terminable breach to get out of his deal.  Gorilla’s termination, on the other hand, is termination of what?  If it’s of the services, the of course, the services terminate.But this is unusual.  Typically, this type of arrangement is seen when a vendor custom builds software and the vendor wants (or demands) exclusivity in terms of servicing the product.  And of course the vendor shouldn’t be able to cut and run because they’re tired of providing support.

As with nearly everything in contracts, the specific facts matter.  So if there are more particulars you can share, we can tease out the analysis.

Neal JagtapTue, May 21, 2024, 7:46 PM

Thank you @johnyow and @jeff. Jeff, I just dm'ed you regarding this question.

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ShazWed, May 22, 2024, 1:00 AM

India has a lot of specific and wonky requirements. Not knowing details here, I'd suggest you check with counsel or check with someone who knows Indian law. Some rights can't be signed away through an agreement. I assume they're leaving of their own volition, so the risk may be lower if you roll the dice.

Nick RobbinsTue, May 21, 2024, 9:15 PM

I’d check with 🇮🇳  counsel (or roll the 🎲 )

Jennee DeVoreTue, May 21, 2024, 9:18 PM

@nick 💯

Nick RobbinsTue, May 21, 2024, 9:24 PM

Provided you don’t roll 🎲  🎲  

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Jess Shpall RosenWed, May 22, 2024, 1:53 AM

Love bet tzedek or inner city law center

Danielle BrennanWed, May 22, 2024, 1:57 AM

Thank you!!

John YowWed, May 22, 2024, 11:08 PM

Chandra SpencerAttorney at LawELDER & SPENCER, LLP2625 Townsgate Rd., Suite 330Westlake Village, CA 91361P: tel:213-631-8331F: tel:888-422-8027mailto:chandra@elderspencer.comI got this name from Daniel Wayne who is best in the business but only does Bay Area. He referred me to Chandra - you can mention his name if that helps. Good luck!

Danielle BrennanThu, May 23, 2024, 3:41 AM

Thank you!!

Chris JonesTue, May 21, 2024, 11:03 PM

Here’s one in CA: https://bettzedek.org/

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John YowSat, May 18, 2024, 3:23 AM

If you need experience on that type of case specifically I'm not going to be of much use to you. On the other hand if you're looking for advice on litigating in Cal Superior as a general matter feel free to reach out.

Laurel PalluziSat, May 18, 2024, 3:31 AM

Have you reached out to the Animal Legal Defense Fund? They have an entire roster of lawyers that do this kind of work pro bono.

Fernanda HinojosaSat, May 18, 2024, 3:35 AM

I work with them

Jess Shpall RosenSat, May 18, 2024, 4:12 AM

FWIW, I know someone who is an animal lawyer, not in CA. https://theanimallawfirm.com

Attachments

• The Animal Law Firm: The Animal Law Firm | Animal Law Attorneys - PA, NJ, NY & CO
• https://theanimallawfirm.com/

Fernanda HinojosaSat, May 18, 2024, 6:57 AM

Thank so much!

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Flavia NavesSat, May 18, 2024, 3:47 AM

I have 3 clients with complicated corporate matters right now. Happy to chat.

Nick RobbinsSat, May 18, 2024, 4:08 AM

Happy to help / strategize.

Brian SchererSat, May 18, 2024, 4:18 AM

Thanks! Will DM you both.

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Brian SchererFri, May 17, 2024, 1:14 AM

I feel like there are a lot of folks who can probably help here, I might be a bit unclear about what the actual needs are, but @lapalluzi08, @jason and plenty others likely have a level of knowledge you're looking for.

Jason SoniFri, May 17, 2024, 1:38 AM

@johnyow yep, pretty familiar with this - happy to chat: https://calendly.com/mytechgc

Attachments

• Calendly: Jason Soni
• https://calendly.com/mytechgc

‍

Brian SchererFri, May 17, 2024, 1:16 AM

https://www.investmentslawyers.com/#resourcesFound these videos to be fairly comprehensive

Attachments

• The Investments Lawyers PLLC: Expertise in Fund Formation & Securities Law
• https://www.investmentslawyers.com/#resources

Brian SchererFri, May 17, 2024, 1:17 AM

https://www.youtube.com/channel/UCrMaqWMhplvSmqEBQi0q4cA

Attachments

• YouTube: The Investments Lawyer
• https://www.youtube.com/channel/UCrMaqWMhplvSmqEBQi0q4cA

Ruben ArredondoThu, May 16, 2024, 6:48 AM

Like for what type of coaching? Marketing, etc.

Brian SchererThu, May 16, 2024, 7:06 AM

Discipline 😂

Brian SchererThu, May 16, 2024, 7:07 AM

But I guess generalist type business coaching. It’s actually mostly for my wife’s business. We’re both knee deep in it trying to push past a plateau. She runs a home organizing business.

Chris JonesThu, May 16, 2024, 7:17 AM

I’ve worked with a handful, some great advisors and accountability partners. Happy to chat & share recommendations

Brian SchererThu, May 16, 2024, 8:04 AM

Will message you in a bit

Nick RobbinsThu, May 16, 2024, 9:20 AM

Yes. I have a great one. Works with a ton of VCs. Happy to connect you.

Cecilia ZinitiThu, May 16, 2024, 9:32 AM

Coaches in general have been a huge breakthrough for me. It’s a little bit different now with being a founder, but certainly as an exec. I think you have to look at it as an investment like anything else and vet people and make sure you have one you jibe with. ask them what their measurable results are.

Cecilia ZinitiThu, May 16, 2024, 9:33 AM

I think for home organizing a big part of it is marketing and Facebook and becoming an influencer. My favorite influencer is design mom and she does coaching sessions.

Brian SchererThu, May 16, 2024, 9:41 PM

Thanks everyone! @cecilia yeah she's slowly building the socials. We're focusing on doubling down on biz dev and operations, improving margins, etc. She has 10 employees and we want to double that in the next year... so it's a challenge to figure out how to do that without breaking stuff and making sure the demand is there. All things we've never done before!

Brock WanlessThu, May 16, 2024, 9:55 PM

https://www.jeannesheahan.com/Former employee of mine (lawyer as well) who just launched her own exec/life coach business.

Cecilia ZinitiFri, May 17, 2024, 4:28 AM

10 employees is 🔥. Congrats.

Cecilia ZinitiFri, May 17, 2024, 4:30 AM

ps want to organize my home? dire need although i am pretty ocd lol.

Brian SchererFri, May 17, 2024, 10:02 AM

Haha where are you based again? Once we get the franchise up and running, maybe! About 3-5 years out from that 😂

Cecilia ZinitiFri, May 17, 2024, 10:51 AM

Burlngame CA!

Cecilia ZinitiFri, May 17, 2024, 10:52 AM

i hired an organizer once. it felt a little violating due to OCD but i do like how my flour canister and stuff are labeled still. and she helped with our “shipping and receiving” closet aka where all the amazon boxes go.

Jess Shpall RosenWed, May 15, 2024, 6:09 AM

Happy to help as well!

Wilson StokerWed, May 15, 2024, 2:40 AM

Yes, happy to help!

John YowWed, May 15, 2024, 3:00 AM

If you want to go outside this group I'd recommend https://www.sar.law/ - she does this type of work and I'd be happy to make an intro if interested.

Attachments

• Saja Raoof, Inc.
• https://www.sar.law/

Brian SchererWed, May 15, 2024, 3:22 AM

Hey @johnyow, might I suggest sending Saja an email saying something along the lines of...

I'm part of this great independent lawyer community called http://heycounsel.com and there's an opportunity in there that might be a perfect fit for you. Any interesting in joining? I have a code for 50% off for 3 months, and the membership is next to nothing anyways. Code:InviteOnly.  Feel free to modify as necessary 😉

Attachments

• HeyCounsel: HeyCounsel - Where fractional, solo & boutique lawyers gather
• http://heycounsel.com/

Jess Shpall RosenWed, May 15, 2024, 6:12 AM

I have a couple of excellent boutique immigration lawyers:

• DiRaimondo & Schroeder LLP

Sarah A. Schroeder - she/her/hers  PartnerT: tel:+17182159631E: mailto:sschroeder@ds-immigration.comW: http://www.diraimondoschroeder.com

• Marcia N. Needleman, Esq.

Levitt & Needleman, P.C.T- tel:2127578438 ext. 12mailto:mneedleman@levittandneedleman.comhttp://www.levittandneedleman.com

• Lucy Magardichian, Esq.

Magardichian Law PLLCT: tel:9174445385E: mailto:lucy@lmaglaw.comhttps://www.lmaglaw.com

Attachments

• Maglaw: Lucy Magardichian | Immigration Lawyer | New York
• https://www.lmaglaw.com/

Brian SchererWed, May 15, 2024, 6:13 AM
Thanks @jsr ! Pasting in case you feel like asking them to join as well :)
‍
I'm part of this great independent lawyer community called http://heycounsel.com and there's an opportunity in there that might be a perfect fit for you. Any interesting in joining? I have a code for 50% off for 3 months, and the membership is next to nothing anyways. Code:InviteOnly

Feel free to modify as necessary 😉

Attachments

• HeyCounsel: HeyCounsel - Where fractional, solo & boutique lawyers gather
• http://heycounsel.com/

Brian SchererWed, May 15, 2024, 4:58 AM

in what capacity? @nick

Nick RobbinsWed, May 15, 2024, 5:17 AM

I am on the board of a large nonprofit

Nick RobbinsWed, May 15, 2024, 5:18 AM

And served on its audit committee

Laurel PalluziSat, May 11, 2024, 9:11 PM

No. Location of the data subject rather than the residency of the data subject determines whether GDPR applies.

Cecilia ZinitiSat, May 11, 2024, 9:25 PM

Thank you! Same example, but the person goes back to the EU and keeps using yelp. GDPR now applies for subsequent use? My privacy knowledge is getting rusty. Thank you for the assist here.  🙌

Laurel PalluziSat, May 11, 2024, 9:26 PM

Yes, GDPR would apply then!

Jeff GordonMon, May 13, 2024, 7:34 PM

Shade of grey question:Assume facts above (now using in EU), but also assume Yelp isn’t storing any data in the EU (for this question, assume browsers and phones aren’t storing data at all during display). Is data considered to be “residing” in the EU merely if it is accessed from there?Now change to what actually happens at a local level (with browsers and phones), but all of Yelps servers are in the US. Still apply?

Laurel PalluziMon, May 13, 2024, 9:10 PM

@jeff - I'm not 100% certain I am following, but here's my understanding:

• Data resides based on the location of the servers, so if those servers are in the US, then the data resides in the US. But if it is accessed in the EU, then the data is being processed in both the US and EU.
• With browsers and phones, it's still about the ultimate storage location, but that is not Yelp's concern if Yelp is not the one asking for the information to be stored.
• If data resides outside the EU, there are stricter conditions related to transfer outside the EU, but if the ultimate place is the US, the same rules apply -- it's just dependent on whether the individual is giving consent to the transfer directly or indirectly (i.e. is the ultimate location really a subprocessor)

Jeff GordonMon, May 13, 2024, 9:51 PM

Thanks for playing along, @lapalluzi08

Ruben ArredondoFri, May 10, 2024, 1:18 AM

I've used WIX as a platform and used a Fiverr freelancer to do mine, if that's what your interested in. http://regimeenergy.com http://kanaloaenergy.com

Brian SchererFri, May 10, 2024, 1:20 AM

Good call out. I think I’m more interested in standing up solo practice sites (versus firm ones). What did fiver person cost if you’re open to sharing?

Ruben ArredondoFri, May 10, 2024, 1:22 AM

My regime energy one is a solo practice. Although I do list partners I work with. That's my work model though

Ruben ArredondoFri, May 10, 2024, 1:23 AM

He was $250-$350 depending on how many pages. Really professional, responsive etc. He's done 4 for me

Christian BrownFri, May 10, 2024, 1:24 AM

@brian-scherer we used https://www.fridaywebsitebuilder.com and pay $50/month for host/server/build/analytics

Attachments

• Easy Website Builder | Create A Website In Minutes | Friday
• https://www.fridaywebsitebuilder.com/

Jeff BromFri, May 10, 2024, 1:24 AM

I’ve used Wix and GoDaddy’s website builders with success. I’ve also tried Wordpress but my skills are lacking there, plus no need for that much customization for a simple solo/firm site.

Brian SchererFri, May 10, 2024, 1:26 AM

@cbrownesq never heard of that one! I’ll have to check it out. Are the analytics useful? I’m assuming you “build” yourself, they don’t build it for you

Ruben ArredondoFri, May 10, 2024, 1:26 AM

I've also used https://www.lawlytics.com/compare/scorpion/Paid $250 a month and that included analytics customer service services etc. Great service but not sure the value was for me. At least not starting out

Brian SchererFri, May 10, 2024, 1:28 AM

Good to know @ruben . Yeah agree 250 is steep if it’s just being used for a website and contact forms

Christian BrownFri, May 10, 2024, 1:36 AM

Yeah you build it yourself, but it is pretty intuitive and has a lot of features. Supposed to be the best/most compatible with Mac products. Just starting to dig into the analytics after about a week of traffic but they seem useful so far. Happy to calendar some time and walk you through it

files

• Screenshot 2024-05-09 at 3.01.18 PM.png

• Screenshot 2024-05-09 at 3.01.41 PM.png

• Screenshot 2024-05-09 at 3.04.10 PM.png

Brian SchererFri, May 10, 2024, 1:37 AM

Yes please, would love to see it and hear what you like, also ask some questions around the content you decided to put on your site (and didn’t)

Jennee DeVoreFri, May 10, 2024, 3:59 AM

I've seen folks require the app (Zoom, etc) to record the call when their transcription joins the call. For Zoom, you can't take yourself off mute and turn on your camera until you've accepted the recording.

Laurel PalluziFri, May 10, 2024, 4:13 AM

It also will say it's being recorded and to hang up if you don't consent if you call in. But I am not sure about everybody's AI bot notetaker. http://Superpowered.me, for example, doesn't even have a bot that appears. I feel like the line between notes and transcription is starting to get blurry with the notetaker bots.

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Fernanda HinojosaFri, May 10, 2024, 8:45 PM

He is amazing:https://www.linkedin.com/in/chad-kalebic-3344088?utm_source=share&utm_campaign=share_via&utm_content=profile&utm_medium=ios_app

John YowFri, May 10, 2024, 8:57 PM

One more - https://www.linkedin.com/in/chris-sommerfield-mba-3592184/ at http://www.nowcfo.com. This company has depth so could find a person who fits what you need.

Attachments

• Chris Sommerfield, MBA | LinkedIn
• https://www.linkedin.com/in/chris-sommerfield-mba-3592184/

Neal JagtapFri, May 10, 2024, 10:12 PM

Here is another option. I’ve know him for years as a family friend. I’m happy to reach out to him if you are interested. https://www.linkedin.com/in/cherian-philip-86410ba?utm_source=share&utm_campaign=share_via&utm_content=profile&utm_medium=ios_app

Attachments

• Cherian Philip - Dudley Fund | LinkedIn
• https://www.linkedin.com/in/cherian-philip-86410ba?utm_source=share&utm_campaign=share_via&utm_content=profile&utm_medium=ios_app

Chris JonesFri, May 10, 2024, 8:06 PM

Acru.Solutions

Jess Shpall RosenFri, May 10, 2024, 8:28 PM

Yes, I know several :Brooke Lively at Cathcaphttps://cathcap.com/contact-us/ (they do a lot of law firms--she just wrote a book on law firm finance)mailto:brooke@cathcap.comGershon MorgulisFounder and CEO, Imperial Advisory - Fractional CFOs and Consultants‪(516) 256-9478mailto:gershon@imperialgrp.comNelson TepferManaging PartnerProCFO Partnershttp://www.procfopartners.comEmail: mailto:nelson.tepfer@procfopartners.comPhone: tel:9178656597

Attachments

• CathCap: Contact Us | Financial Advisor for Entrepreneurs
• https://cathcap.com/contact-us/

Laurice Rutledge LambertFri, May 10, 2024, 8:29 PM

Tremendous!!! Thank you!

Jess Shpall RosenFri, May 10, 2024, 10:16 PM

My pleasure--I just included Brooke's email address above: mailto:brooke@cathcap.com

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Cecilia ZinitiWed, May 8, 2024, 10:18 PM

Can you submit it as a trademark takedown given you own the http://Solo.io trademark and that is being used?

Laurel PalluziWed, May 8, 2024, 10:19 PM

We have submitted takedown notices to Google, CloudFlare and Zomro. Is there somewhere else I should be reporting it?

Laurel PalluziWed, May 8, 2024, 10:20 PM

The trademark is not a registered mark, if that makes any difference here.

Alexandra Elenowitz-HessWed, May 8, 2024, 10:40 PM

What did webassembly say when your lawyers contacted them?

Laurel PalluziWed, May 8, 2024, 10:49 PM

Webassembly is the name of our open source project.

Laurel PalluziWed, May 8, 2024, 10:49 PM

It's not a separate company from http://Solo.io.

Nick RobbinsWed, May 8, 2024, 10:50 PM

I have had a couple similar situations with take downs etc where going through front line of customer service and escalation at these orgs was difficult. While painful, I have had success in seeing what team executives have connections via LinkedIn at those company’s and then started top down campaigns within those orgs to get a better outcomes.  To the extend the squatter can be contacted (I once had another company copy entire www and run in on another domain) - reach out to them on the premise of doing business and then bring the 🔨  down. We did that in the above case and it worked out well.

Laurel PalluziWed, May 8, 2024, 10:53 PM

I will try the LinkedIn route. Thank you! Gunderson hasn't been able to suggest anything except to file a lawsuit...which we will if we have to but it seems crazy that litigation is the only option.

Nick RobbinsWed, May 8, 2024, 10:56 PM

You’d be surprised. I had an issue with google and got no where with the front line. Reach out to an atty there I knew in a different area and it got solved

KhanWed, May 8, 2024, 11:24 PM

Same - I’ve reached out to people on LI from time-to-time and had a direct chat and it worked.  Not just for DMCA situations but other random things that had weird ops impacts.

Fernanda HinojosaThu, May 9, 2024, 12:46 AM

Sometimes (depending on the host) you need prove you are under litigation and that’s when they take action and suspend the site. The WIPO has a domain name dispute resolution mechanism. I’ve done this in the past.

Andrew GrantThu, May 9, 2024, 1:07 AM

Haven’t had this specific issue but agree with using contacts as best as possible. Have resolved issues that way by leveraging relationships to get to people better positioned to take action. Sorry re: Gunderson…

Laurel PalluziThu, May 9, 2024, 1:15 AM

Thanks all. We found a downstream address for http://Sav.com, and they happen to be here in Chicago. I may just go knock on a literal door until someone at their office does something....

Cecilia ZinitiThu, May 9, 2024, 2:56 AM

@lapalluzi08 to the question on trademark registration -  it does make a difference - many of the platforms wont act on a trademark squatter without a registration. you mention not being able to prove ownership being the reason you were blocked on the normal customer care route so my thinking was you definitely have ownership of the trademark.

Cecilia ZinitiThu, May 9, 2024, 2:57 AM

PS not to be a hater on big firms but $6K to tell you to file suit, whereas us in house type folks are helping solve for real! amazing

Laurel PalluziThu, May 9, 2024, 3:47 AM

I know.. absurd.

Alexander SlafkoskyTue, May 7, 2024, 4:30 AM

I was mistaken - NV, not Utah. Apologies. It was the other hot trusts and & estates state….

Danielle BrennanTue, May 7, 2024, 9:37 PM

Hahah thank you anyway!

Harrison HawkesWed, May 8, 2024, 12:56 AM

@danielle.brennan.4 the lawyer I usually refer folks to just retired and he recommended Pete Lattin https://provolawyers.com/attorney-profiles/peter-lattin/FWIW Pete is located in Provo so a little south of SLC

Attachments

• Howard Lewis & Petersen, PC.: Peter Lattin | Provo Attorney | Howard, Lewis & Petersen
• https://provolawyers.com/attorney-profiles/peter-lattin/

Danielle BrennanWed, May 8, 2024, 2:19 AM

Amazing, thank you!!!

Chris JonesTue, May 7, 2024, 9:52 PM

Bread and butter for me, John. Happy to help

Teddy EllisonTue, May 7, 2024, 10:02 PM

Same @johnyow

Teddy EllisonTue, May 7, 2024, 10:02 PM

Would love to help if I can

doe gregersenMon, May 6, 2024, 8:53 PM

thanks @jones, @jeff and @harrison - I sent your contact info to the founder so he may reach out.

Harrison HawkesMon, May 6, 2024, 8:53 PM

Great. Thank you @doe.gregersen

Jeff GordonMon, May 6, 2024, 8:55 PM

Thank you!  Happy to help!

Chris JonesMon, May 6, 2024, 8:42 PM

Hi Doe, yes. Just did this for a small seed stage company that acquired a smaller/earlier one in a stock for assets deal. Happy to support you however I can

doe gregersenMon, May 6, 2024, 7:45 PM

I don't have an answer, but interesting question, so here are just some random musings:

In WI, the law mandates the custodian to turn over the funds to the minor when the minor reaches the age of majority. So moving the money into the trust instead would be in violation of that requirement. And with just very surface-level look at NC, it would deprive the minor of their vested interest in the funds, meaning that as an adult the minor could claim this was done in breach of the custodian's fiduciary duty.

I think one way to go around it with a clean trail of documentation would be to actually distribute the funds to the minor right now and then, assuming the minor is still a minor, negotiate that check for deposit into a trust account (i.e. the parent, as guardian and no longer a UTMA custodian, negotiates the deposit on behalf of the minor).  Still could get challenged as a work-around, but at least the documents would be in order. Also you'd need to check if the bank would accept a deposit that way (some may require a check payable to the minor to go into an account titled in the minor's name).

What more would you achieve by having the minor execute the trust doc as settlor? What matters is the ownership and flow of that money and it has to go directly to the minor (not in any other capacity) under UTMA.

Jeff GordonMon, May 6, 2024, 7:50 PM

Yeah, I think that’s really the only path:  having the funds disbursed to the minor at 18 and then having them choose to put the funds in trust.

doe gregersenMon, May 6, 2024, 7:51 PM

I think there is some risk then that the 18-YO would not want to choose that. Is there anything in UTMA that would prevent distribution before 18, while the parents can act as guardians and handle the money on the minor's behalf.

Jeff GordonMon, May 6, 2024, 7:52 PM

Totally agree.Yes, if the child was able to be adjudicated as incompetent (but they’re not), you could petition for guardianship and under the guardianship statute, you can create a trust.  But natural guardians (parents) don’t seem to automatically have that right.

doe gregersenMon, May 6, 2024, 7:57 PM

I am thinking about handling the money and the trust separately - i.e. the trust is a regular trust.Think about "grandma gives a grandkid $100 check for their birthday" - some banks will allow that check payable to the kid to be deposited someplace other than a UTMA account. Under UCC, the parent endorses it as a guardian (and they would have to do this even if it was going into a UTMA account since endorsements are under the UCC, not UTMA) of the child, without any court determinations. Like parents sign off on all kinds of things for the kid - e.g. HIPPA rights at the doctor's without a court determination that they can.

doe gregersenMon, May 6, 2024, 8:06 PM

They can fund a trust with $1 and then add whatever additional money that they want over the course of the existence of the trust.

Jeff GordonMon, May 6, 2024, 8:43 PM

Agreed.  The fear on this particular situation is that the UTMA accounts already have substantial sums in them… blowing it in Vegas seems to be the real concern.  🙂

Brian SchererSat, May 4, 2024, 7:44 PM

Tagging a few who might be good for this @kate @fatima.nadine @rachelewaters @sannylau

Laurice Rutledge LambertSat, May 4, 2024, 7:49 PM

Thank you!

John YowWed, May 1, 2024, 8:32 PM

If you are just wanting to check the box, then Embroker is the cheapest I found.  It's my first year and the premium was something like $600.  The feedback I got from others though is that their insurers will find a way to exclude coverage.I went through https://www.aherninsurance.com/ and got what seems like more real coverage and a broker who actually customized a policy.  It was 2x I believe but I didn't want to skimp.  It also covers disciplinary hearings.

Attachments

• AHERN Insurance Brokerage | Full-Service Insurance Brokerage Firm: Lawyers Insurance & Law Firm Insurance Broker San Diego CA – AHERN Insurance Services San Diego CA
• https://www.aherninsurance.com/

Jeff BromWed, May 1, 2024, 8:35 PM

Thanks John, very helpful! I will check out Ahern, seems like a great option.

Laurel PalluziThu, May 2, 2024, 12:09 AM

ALPS is the cheapest I have found for MJP.

Jeff BromThu, May 2, 2024, 1:29 AM

Thank you!

Matt MargolisSat, May 4, 2024, 1:05 AM

Embroker for sure  

Brian SchererWed, May 1, 2024, 11:14 PM

This is a state by state issue, and I’m sure there will be fintech folks who understand it, but not all will. Similarly, plenty of folks who represent national merchants probably would be able to advise, even if not a fintech lawyer

Brian SchererWed, May 1, 2024, 11:15 PM

I’m sure we have people here who can help! If not, it’s possible I can look into this for you, but I’m not an expert. Can probably find a 50 state survey for you though

Rachel WatersWed, May 1, 2024, 11:36 PM

@maria.kwok this is a payments disclosure question, but also a specific payments question. A few states prohibit CC surcharges and some states prohibit CC surcharges but only on specific services, I am not sure if healthcare is a service that any state law address.

Jeff BromWed, May 1, 2024, 11:46 PM

I believe healthcare is at least partially covered. Disclosures can also get tricky where the cost of the fee needs to be precisely disclosed prior to the swipe, since each network and card product can carry different interchange rates.

Maria KwokWed, May 1, 2024, 11:51 PM

Thank you all here!

Andrew GrantThu, May 2, 2024, 7:14 PM

What @jtb says is true, but I don't think it's an issue here. It's possible it will be once the V/MC settlement kicks in.When I last checked, they were generally legal in all states but Massachusetts, Maine, and Connecticut, but that was over a year ago

Andrew GrantThu, May 2, 2024, 7:17 PM

Actually - NY changed its law, effective earlier this year, which appears to make a surcharge impossible to implement: https://www.taftpaytechlaw.com/2024/02/sweeping-changes-to-surcharging-practices-in-new-york/

Maria KwokThu, May 2, 2024, 8:33 PM

Thank you @andrew!

Andrew GrantThu, May 2, 2024, 9:33 PM

@maria.kwok - I do want to caveat I've never looked into it for health-related payments. When I said "generally legal," some states impose certain restrictions or conditions. It's possible some of those may impact health-related payments (e.g., for consumer protection, legislature believes that consumers shouldn't need to pay even more for health care...)

Maria KwokThu, May 2, 2024, 9:36 PM

Thank you @andrew for the caveat.  And that is what was perplexing me whether it is a fintech issue or a healthtech issue.  I was not certain whether Medicare/Medicaid had any restrictions in passing processing fees to enrollees/patients; but maybe I tackle those separately.

Andrew GrantThu, May 2, 2024, 9:39 PM

It's not fintech per se. It's financial services or someone who represents merchants usually. Because of the healthcare nature, I'd think that would require someone with expertise in Medicare/Medicaid to address those issues.

Brian SchererTue, Apr 30, 2024, 4:27 AM

If nobody jumps in I have a few folks I can intro you to

John YowTue, Apr 30, 2024, 4:39 AM

Thank you! I'm always game to meet new people, but this is the type of thing I'd casually ask someone down the hall if I was at a firm. So don't need to put anyone out, just seeing if there was someone to talk something out with.

Brian SchererTue, Apr 30, 2024, 5:18 AM

Totally. And this is exactly what I'm trying to build here, because I think we all need that from time to time.

Jeff BromTue, Apr 30, 2024, 10:01 PM

I’ve set up SPVs but have not used AngelList… sounds interesting though, count me in!

Jennee DeVoreTue, Apr 30, 2024, 10:02 PM

No experience but would love to hear about the idea

Eric BroadWed, May 1, 2024, 1:18 AM

I've done it through Angellist.  Can be a little bit of a pain to be honest.  Hit me up if you wanna chat about it!

Brian SchererWed, May 1, 2024, 2:29 AM

Thanks y’all will reach out soon

Neal JagtapSat, Apr 27, 2024, 1:00 AM

I’m not a bankruptcy attorney but I just had a recent experience in this situation and would be happy to chat if you like.

Anthony MaloneSat, Apr 27, 2024, 1:15 AM

I’ve heard good things about SimpleClosure.

PaulaMon, Apr 29, 2024, 12:13 AM

Hey @jeremy.siegel I’ve been through this & happy to chat.

Jeremy SiegelMon, Apr 29, 2024, 12:28 AM

Thanks @npjagtap @paula.kirlin. I’m talking to a board member today and then will probably reach out after that. I’ve been told to explore doing an ABC as it’s relatively quick here in California

PaulaMon, Apr 29, 2024, 12:30 AM

gotcha - have explored these decisions and got good advice from OC about how to think about stakeholders etc. Think about cost (ABC = legal, potentially consultant to manage, paying out employees’ PTO etc.) and personal liability exposure for officers/board. happy to chat anytime & put my battle scars to use 🙂

Jeremy SiegelMon, Apr 29, 2024, 12:32 AM

Employees have thankfully all been handled - personal liability is the biggest concern for founders/board

Jeremy SiegelMon, Apr 29, 2024, 12:33 AM

Will reach out early next week

PaulaMon, Apr 29, 2024, 12:33 AM

sending you all the good thoughts - never easy

Brian SchererMon, Apr 29, 2024, 6:12 PM

+1 to what paula says! Good luck ✊ .

Brian SchererMon, Apr 29, 2024, 6:14 PM

Side note, for when things calm down, I'd love to work with you (all) to actually build this "checklist" or guide or whatever it might be. Lots of companies are going through this right now, and I'm thinking many lawyers in this community will have very similar requests soon. Even if it was a 20 minute lunch and learn, could be super valuable!

Brian SchererMon, Apr 29, 2024, 6:17 PM

@jeremy.siegel dropping 2 docs below that may be helpful

files

• Dissolution and Winding Up a Business.PDF

• Closing a Business Checklist.PDF

Neal JagtapMon, Apr 29, 2024, 6:39 PM

Happy to chat as well. Again, I’m not a subject matter expert but I recently went through this. For an ABC I was recommended Sherwood as a prominent player in the space.  I also have a boutique bankruptcy law recommendation based on SF if you need one.

PaulaTue, Apr 30, 2024, 3:00 AM

@brian-scherer lunch & learn on this sounds great

Brian SchererTue, Apr 30, 2024, 4:14 AM

Definitely.... adding it to the list. June-ish most likely!

Brian SchererWed, May 8, 2024, 6:55 PM

Might have a good person for this @paula.kirlin... will keep you posted!

Brian SchererFri, May 24, 2024, 1:04 AM

FYI for those on this thread - https://heycounsel.slack.com/archives/C02JAUV16N6/p1716492445649559

Attachments

• [May 23rd, 2024 12:27 PM] brian-scherer: :rotating_light: MORE COOL LEGALTECH :rotating_light: Hey <!everyone> *- I'm really excited about next week's programming.* Both are very pragmatic and relevant tools for many or your practices, and also potential interesting targets for the <https://heycounsel.slack.com/archives/C02JAUV16N6/p1715962195631729|HeyCounsel Syndicate>. *May 28th* - <https://www.midpage.ai/|MidPage> is a force to be reckoned with in the legal research space. Right now, it's an entirely free product that sits on top of whatever traditional legal research tools (lexis/westlaw) you currently use... or it can be entirely standalone… but they are doing things quite differently than some other players and I'm very impressed with what they've built thus far. If you can make it, this is definitely one worth checking out. *May 30th* - <https://simpleclosure.com/|SimpleClosure> will be discussing how to guide a company through the sad but necessary step of closing shop. They'll be demoing their product, which streamlines this for companies and their lawyers. We reached out to SimpleClosure as a direct result of <https://heycounsel.slack.com/archives/C05539JE1KR/p1714158899221109|this thread>... so I'm hoping many of the participants here show up to learn a bit more! *REGISTER HERE:* <http://lu.ma/heycounsel|lu.ma/heycounsel>

‍

Brian SchererFri, Apr 26, 2024, 2:12 AM

If no one has an idea here, I can reach out to someone who might

Obi IkemeMon, Apr 29, 2024, 4:15 AM

@brian-scherer thank you! That would be awesome.

Brian SchererMon, Apr 29, 2024, 5:36 AM

Great, asking around!

Henry CioccaFri, Apr 26, 2024, 9:01 PM

I'm no expert but I think are correct on the "look-through" requirement for subs owned by an entity.  I believe "beneficial owner" = individuals who "exercise substantial control" or own at least 25% of the ownership interests.  Under that definition you would only have to list 25% or more owners of the main entity, not the whole cap table (assuming the investors are passive and don't exercise substantial control).  For what it's worth, given the successful constitutional challenge to the CTA in Alabama I've actually been telling clients to hold off until closer to the Jan 1, 2025 filing deadline (for entities formed prior to Jan 1, 2024).  Bit of a wait and see approach.

Rachel WatersFri, Apr 26, 2024, 10:43 PM

@lapalluzi08 I am attending a meeting on Monday held by a large PE fund to instruct its portcos on how to handle CTA. I can report back after what I learn - As I imagine many are in similar scenarios.

Laurel PalluziFri, Apr 26, 2024, 11:00 PM

@hciocca - I wasn't aware of the challenge in Alabama. Appreciate you bringing that to my attention! @rachelewaters - that would be great. This is a super easy requirement for some companies and a massive headache for others.

Anthony MaloneFri, Apr 26, 2024, 11:07 PM

Wouldn't the subsidiary fall under the wholly owned sub exemption?  If a company is wholly owned by an exempt entity then it is exempt, as well I believe.

Anthony MaloneFri, Apr 26, 2024, 11:07 PM

https://www.velaw.com/insights/the-corporate-transparency-act-subsidiary-exemption/

Attachments

• The Corporate Transparency Act - Subsidiary Exemption | Insights | Vinson &amp; Elkins LLP
• https://www.velaw.com/insights/the-corporate-transparency-act-subsidiary-exemption/

Laurel PalluziFri, Apr 26, 2024, 11:08 PM

@anthony - so you're telling me I'm wrong? God bless you! 🙏

Anthony MaloneFri, Apr 26, 2024, 11:13 PM

I hope so! I’m no expert, but if it’s a wholly owned subsidiary of an exempt entity, then my understanding is that there’s no filing requirement.

Brian SchererFri, Apr 26, 2024, 9:13 PM

Employee side employment lawyers isn’t our strong suit from a community coverage perspective, which is really a shame. Someone with an employee-side practice would be great here because we get these types of requests a lot. Although i think @smgibson91 has been open to these. But I don’t think she’s UT barred.If anyone has suggestions and/or thinks they know employee-side lawyers who’d be a good fit here, please chime in

Ruben ArredondoFri, Apr 26, 2024, 9:38 PM

Shield Law, LLCtel:3854191078 https://g.co/kgs/tdzbemeI've referred three people here including one high stakes where McDermott Will and Emory were employer counsel and she was extremely pleased

Attachments

• www.google.com: Shield Law, LLC · 2901 Bluegrass Blvd Suite 200, Lehi, UT 84043
• https://g.co/kgs/tdzbeme

Ruben ArredondoFri, Apr 26, 2024, 11:24 PM

This one is very good too @jenneehttps://www.employer-lawyer.com/Spencer Phillips is the one I know. Great guy. When I was in house, I dropped my big law outside counsel for most of our work to work with him. Former Littler Mendelson . Represents both sides. He's right in the heart of silicon slopes here in Utah and he likely has much more experience with these issues.

Chris JonesSat, Apr 27, 2024, 12:57 AM

The difference between par value and FMV is considered taxable income. Generally I think the risk here is pretty low, but there is a risk and there could be penalties if the IRS audits in this scenario.

Neal JagtapSat, Apr 27, 2024, 12:59 AM

Thanks @jones? Any idea if and how those penalties are assessed? It’s good to confirm that the deficient tax liability is just that initial spread.

Chris JonesSat, Apr 27, 2024, 1:24 AM

the “failure to pay” penalty is typically 0.5% of the unpaid taxes for each month or part of a month the tax remains unpaid (max up to 25%)

Neal JagtapSat, Apr 27, 2024, 1:25 AM

Got it. That’s very helpful. Thank you.

Fernanda HinojosaThu, Apr 25, 2024, 12:43 AM

Hi! When I was working in-house i was leading marketing and i created marketing guidelines including tips for claim substantiation

Rachel WatersThu, Apr 25, 2024, 12:54 AM

@brian-scherer I do not have anything generically applicable , but have built these for specific clients on specific issues; I will DM you a few resources

Laurel PalluziThu, Apr 25, 2024, 4:05 AM

I have some guidelines I can share.

Brian SchererThu, Apr 25, 2024, 4:16 AM

Thanks yall 🙏  

Cecilia ZinitiThu, Apr 25, 2024, 6:14 AM

I have a great deck that has substantiation as one item. Enjoy.

file

• Copy of Marketing Hot Buttons Deck - Clean (1).pptx

‍

Brian SchererThu, Apr 25, 2024, 12:38 AM

It’s a rather large client, so I need to create something digestible for a large team

Nick RobbinsThu, Apr 25, 2024, 12:41 AM

I can see what I have in my files and share them. The key driver is the type of claim.

Andrew GrantThu, Apr 25, 2024, 4:13 AM

Agreed re: FTC; it's been quite a while since I've done it, but the FTC is quite clear here

Brian SchererThu, Apr 25, 2024, 3:30 AM

@ruben

Harrison HawkesThu, Apr 25, 2024, 9:33 AM

Thanks @brian-scherer. @ruben let me know if you're interested in speaking about this

Ruben ArredondoThu, Apr 25, 2024, 11:03 PM

Hey Harrison, just sent you a message. Happy to chat

Matt MargolisWed, Apr 24, 2024, 4:56 AM

http://alalawpllc.com/

Attachments

• My Site: ALA Law, PLLC | Dallas, TX Commercial Leasing Attorney
• http://alalawpllc.com/

Ruben ArredondoWed, Apr 24, 2024, 4:58 AM

Thanks!

Cecilia ZinitiThu, Apr 25, 2024, 6:10 AM

This is a tough one. When we had a litigation we ended up keeping all slack because it wasnt worth separating out for the lit hold.Role based seems reasonable or you could just have the files transferred to their boss when they leave for those roles. One of my startups had Spanning Backup which did long term backup of Google Workspace (google itself is v expensive for that).

Laurel PalluziThu, Apr 25, 2024, 6:13 AM

We aren't even on the Slack plan that I can invoke a legal hold. We don't have corporate access to our private employee messages. 🫣Yes - this is all about cost savings and, despite getting a backup tool, folks are still groaning about the cost.

Laurel PalluziThu, Apr 25, 2024, 6:13 AM

Appreciate these thoughts!

Cecilia ZinitiThu, Apr 25, 2024, 6:15 AM

ya honestly i think you could do blanket one year for all data

Laurel PalluziThu, Apr 25, 2024, 6:20 AM

That's what we have been doing the past year and they are asking me to reconsider 😑This (and other responses) have been a good gut check, so thank you!

Jeff BromTue, Apr 23, 2024, 7:51 PM

Hi Doe, I can help with this. I’ve used SPVs in house to facilitate the same for unsecured revolving lines of credit.

doe gregersenWed, Apr 24, 2024, 5:51 PM

Thanks, @jtb! I'll pass along your contact info and he (Jacob) can reach out.

Jeff BromWed, Apr 24, 2024, 10:37 PM

Sounds great, thanks!

Laurel PalluziTue, Apr 23, 2024, 7:57 PM

@christopherjamesclark - I have local contacts in Chicago outside of HeyCounsel that could help. They are at a medium firm, Chicago rates. Happy to make an intro to a few of the partners over at Fitch Even.

Chris ClarkTue, Apr 23, 2024, 8:08 PM

@lapalluzi08 - I would love the introduction, thanks! My email is: mailto:cclark@adelmanmatz.com

Laurel PalluziTue, Apr 23, 2024, 8:10 PM

Email will come from mailto:laurel@laplegal.com. Will ping here once sent.

Brian SchererTue, Apr 23, 2024, 8:26 PM

Hey @lapalluzi08 we have a few IP folks in here that should be able to help, so I'd love to give them preference if we can!

Laurel PalluziTue, Apr 23, 2024, 8:26 PM

Absolutely - I'll hold off for the moment.

Brian SchererTue, Apr 23, 2024, 8:30 PM

🙏 also couple lawyers from https://bdiplaw.com/ (boutique IP litigation firm) are joining today, so should round out our coverage there. But if they don't get a move on it, I don't want to hold you up Chris, so stay tuned!

Matt MargolisTue, Apr 23, 2024, 8:34 PM

Caroline Fox

Alexander SlafkoskyTue, Apr 23, 2024, 8:59 PM

@christopherjamesclark I can help (if this is clearance, C&D, or risk analysis) or Scale’s TTAB team can run a larger operation if needed

Fernanda HinojosaTue, Apr 23, 2024, 9:07 PM

Hi! Happy to help! I’m an IP attorney @brian-scherer @christopherjamesclark

Brian SchererTue, Apr 23, 2024, 9:59 PM

@matthew this https://www.linkedin.com/in/carolinejfox/?

Matt MargolisTue, Apr 23, 2024, 9:59 PM

Yes! She is local counsel with me on a partnership related matter. Big fan.

Hillary BunsowTue, Apr 23, 2024, 11:38 PM

Hi @christopherjamesclark, my firm Bunsow De Mory LLP (BDIP) can help, we handle trademark disputes often.  We're a boutique IP litigation firm based in Silicon Valley with competitive rates.  Feel free to email me to discuss more mailto:hillarybunsow@bdiplaw.com

Cecilia ZinitiWed, Apr 24, 2024, 5:46 AM

TM disputes are my favorite. Not.Ask me why I think that …

Cecilia ZinitiWed, Apr 24, 2024, 5:47 AM

kidding don’t. millions in litigation later, no one has ever been confused …https://www.courtlistener.com/docket/15921012/lambda-labs-inc-v-lambda-inc/

Attachments

• CourtListener: Lambda Labs, Inc. v. Lambda, Inc., 4:19-cv-04060 - CourtListener.com
• https://www.courtlistener.com/docket/15921012/lambda-labs-inc-v-lambda-inc/

Alexander SlafkoskyTue, Apr 23, 2024, 9:16 PM

I do this tech stack all the time. I use fixed or not to exceed caps for FTO work. I also prefer to use expert searchers, who have tech/access to lots more man hours, to do 1st pass of competitive landscape, etc.

Alexander SlafkoskyTue, Apr 23, 2024, 9:17 PM

We team with other firms a bunch or do secondments if the project scope makes sense.

Jennee DeVoreTue, Apr 23, 2024, 9:19 PM

@hinojosattorney, @aslafkosky do you have medical diagnostics experience?

Fernanda HinojosaTue, Apr 23, 2024, 9:23 PM

I would need a little bit of context. I have clients in the medical space tough

Brian SchererTue, Apr 23, 2024, 9:50 PM

@ryan any experience here?

Jennee DeVoreTue, Apr 23, 2024, 10:00 PM

@hinojosattorney I need someone that has a medical diagnostics (specifically) AND also software and hardware experience. This is a bit of a niche space.

Alexander SlafkoskyTue, Apr 23, 2024, 10:15 PM

Meaning in dev? No. I have patented and looked at hundreds of med diagnostic device patents. Mostly software, but when the physical or electrical parts are at play, those too.

Ryan SchneerWed, Apr 24, 2024, 1:28 AM

Yes!

Ryan SchneerWed, Apr 24, 2024, 1:31 AM

Have done a lot of work in medical diagnostics and have done FTOs specifically on in this area in the past

Brian SchererSun, Apr 21, 2024, 8:03 PM

When is it?

Matt MargolisSun, Apr 21, 2024, 8:05 PM

May 6-9 in Vegas

Brian SchererSun, Apr 21, 2024, 8:10 PM

Hot diggity

Brian SchererSun, Apr 21, 2024, 8:12 PM

I prob won’t, haven’t looked into it. But I could just go to Vegas by accident during that time period 🤷‍♂️

Brian SchererSun, Apr 21, 2024, 8:12 PM

You going?

Matt MargolisSun, Apr 21, 2024, 8:13 PM

Yea man, speaking with Alex Su & Brittany Leonard

Brian SchererSun, Apr 21, 2024, 8:13 PM

Oh very cool

Matt MargolisSun, Apr 21, 2024, 8:13 PM

Good event. Vendor heavy but great for BD. Lot of vendor managers at companies. Not a lot of firms or private practice attorneys there.

Brian SchererSun, Apr 21, 2024, 8:13 PM

Have any speaker tickets you can give to “family”?

Matt MargolisSun, Apr 21, 2024, 8:13 PM

I wish

Matt MargolisSun, Apr 21, 2024, 8:14 PM

Because I got my dad to go and don’t think he can make the event

Brian SchererSun, Apr 21, 2024, 8:14 PM

Dang. Cool speaking opportunity though! Whats the panel about?

Matt MargolisSun, Apr 21, 2024, 8:15 PM

The usual - personal branding and partnerships

Laurel PalluziTue, Apr 23, 2024, 6:16 AM

Not going this year! No longer in legal ops full-time so hard to justify the cost since it would be fully out-of-pocket. Have fun.

Ruben ArredondoWed, Apr 17, 2024, 1:31 AM

@brian-scherer yes i can help!

Brian SchererWed, Apr 17, 2024, 1:41 AM

Great. I'll make the connection soon, waiting for them to respond. I'll keep ya posted. Which email is best btw?

Ruben ArredondoWed, Apr 17, 2024, 1:41 AM

great.  mailto:ruben@regimeenergy.com please

Brian SchererWed, Apr 17, 2024, 1:49 AM
👍

Ruben ArredondoWed, Apr 17, 2024, 1:31 AM

IN spanish or english

Chris JonesWed, Apr 17, 2024, 2:08 AM

I’m pretty sure you can do these concurrently without integration.

Katharine BarretoWed, Apr 17, 2024, 4:28 AM

I think this might actually be problematic because Rule 506(b) requires no public advertising/soliciting of the offering. Presumably if you are raising funds selling the same securities via WeFunder, that might count as publicly soliciting of the offering, and would make 506(b) unavailable.

Katharine BarretoWed, Apr 17, 2024, 4:29 AM

I don't think 506(c) has the public solicitation requirement and instead requires that the company take reasonable steps to verify that investors are accredited or use a third-party platform (like WeFunder) to verify.

Katharine BarretoWed, Apr 17, 2024, 4:30 AM

So, yes, I think you need to switch 506(b) to 506(c) because the use of WeFunder would count as public solicitation of the offering and would make 506(b) unavailable even if you plan to rely on Reg CF for the WeFunder part of the offering.

Anthony MaloneWed, Apr 17, 2024, 4:34 AM

https://www.huschblackwell.com/newsandinsights/sec-revises-integration-framework-and-its-associated-safe-harbors.  Thanks both!  Where I landed is if their 506 raise comes from folks in their network, warm intros to VCs, or generally outside of the CF offering, then they can do the CF and 506(b) concurrently.  If they get a lot of inbound from accredited investors from the noise they generate from the CF offering then they need to verify that the investors are accredited pursuant to 506(c). Let me know if that makes sense!

Chris JonesWed, Apr 17, 2024, 4:46 AM

This is my read on it as well

Brian SchererWed, Apr 17, 2024, 12:35 AM

One day our community will be staffed to this level of coverage 😂

Jeremy SiegelWed, Apr 17, 2024, 4:38 AM

Had to at least put it out there!

Brian SchererWed, Apr 17, 2024, 4:48 AM

Haha always worth a try. One day!

Anthony MaloneTue, Apr 9, 2024, 1:42 AM

Fast agreements also contemplate a future grant of equity, they don’t actually grant the equity.

Chris JonesTue, Apr 9, 2024, 1:06 AM

Yes - all the time for advisors :) but not for a legal counsel, which I think requires more specific language.

Brian SchererTue, Apr 9, 2024, 1:33 AM

You can model the equity grants from the fast agreement and I can share a legal advisor agreement template that works with it

Neal JagtapTue, Apr 9, 2024, 6:06 AM

Can I get a copy of the legal advisor agreement if you don't mind?

Brian SchererTue, Apr 9, 2024, 10:17 AM

Sent to both

Jennee DeVoreTue, Apr 9, 2024, 11:49 PM

Me too! I’d love to see it 🙏

Brock WanlessWed, Apr 10, 2024, 2:34 AM

@brian-scherer Would love a copy of this as well! Thank you.

Nick RobbinsThu, Apr 11, 2024, 6:16 AM

@brian-scherer I’d love to see a copy of each as well.

David MuckleyTue, Apr 16, 2024, 7:20 PM

@brian-scherer Will you please share a copy with me as well? Thanks!

Brian SchererTue, Apr 9, 2024, 5:56 AM

Ted Little is one of the tax experts here 😬 would you be the right person. @ted would you know?

Ted LittleWed, Apr 10, 2024, 1:58 AM

Correct. The redemption must be made in exchange for a de minimis amount ($10,000) in order to impact QSBS status. Happy to discuss in more depth if anyone has follow up Qs

Laurel PalluziFri, Apr 5, 2024, 3:38 AM

What are we defining as small?

Brian SchererFri, Apr 5, 2024, 4:17 AM

1-10 lawyers

Brian SchererFri, Apr 5, 2024, 4:17 AM

(arbitrary but fair I think)

Laurel PalluziFri, Apr 5, 2024, 4:18 AM

Totally fine. I've been hesitant because there is a firm that is essentially fractional employment counseling on a nationwide level but wasn't sure if they would qualify. They certainly are not large but they may be more than 10.

Laurel PalluziFri, Apr 5, 2024, 4:19 AM

Actually they are 10 exactly

Laurel PalluziFri, Apr 5, 2024, 4:19 AM

I'll dm you

Brian SchererFri, Apr 5, 2024, 4:19 AM

This shouldn't be a means for a lawyer to play rainmaker for a larger firm... it's a way to support small firm lawyers. Exceptions can always be made depending on the model of the firm (distributed models where most lawyers are really just running their own practice with support of a larger firm... that's totally cool... it's my situation exactly)

Matt MargolisFri, Apr 5, 2024, 4:47 AM

My office handles real estate (disputes & transactions). FL. Don’t do title.

Rachel WatersThu, Apr 4, 2024, 2:43 AM

I would walk quickly in the other direction 😂; but no I would not quote a flat fee without seeing the MSA

Maria KwokThu, Apr 4, 2024, 2:56 AM

I wouldn't do a flat fee XX.  If the client believes that the MSA/document was standard, then why have you review?

Laurel PalluziThu, Apr 4, 2024, 3:00 AM

Thank you both. I appreciate the gut check. Client pushed back 3x today, and I wanted to make sure I wasn't misunderstanding the norms for flat fee arrangements.

Chris JonesThu, Apr 4, 2024, 3:16 AM

I do MSAs on a flat fee. But I gotta see it first to confirm it’s in-line w/ my fee.

Nick RobbinsThu, Apr 4, 2024, 4:19 AM

@lapalluzi08 agree on the above comments and flat fee should be manageable. That being said there are a couple 🚩 🚩  on the client expectation side

Andrew GrantThu, Apr 4, 2024, 4:33 AM

I wouldn’t agree to a flat fee review without seeing it or appropriately scoping it before.

Andrew GrantTue, Apr 2, 2024, 5:00 AM

I know the TCPA pretty well. States have developed mini-TCPAs in recent years after Supreme Court narrowed definition of auto dialed. I’ve not kept up with those as much, but my general understanding is intent to regulate marketing messages.

Andrew GrantTue, Apr 2, 2024, 5:01 AM

I don’t know HIPAA at all, so there’s also that and whether it impacts analysis

Maria KwokTue, Apr 2, 2024, 5:25 AM

Hi Del! I have tackled this issue and it really depends on your information being transmitted.  As Andrew said, TCPA governs, but there is a healthcare message exemption that allows texting patients without express written consent (eg. texting patient appointment reminders).  However, this is a slippery slope because other types of transmitted messages (such as lab results or sensitive health information) may also apply in addition to HIPAA that may need more secured way of delivering information.  Happy to discuss with you on what you are trying to accomplish here.

Andrew GrantTue, Apr 2, 2024, 5:29 AM

It’s been a long time since I looked at that, and when I did, it was in the banking context. But the requirements for no consent seemed more onerous than getting prior express consent for banking … basically, to qualify for exemption you already met the consent standard …

Andrew GrantTue, Apr 2, 2024, 5:30 AM

But yes, HIPAA is 100% outside my knowledge here

Del SabzerouTue, Apr 2, 2024, 6:25 AM

Ah- I should have been more clear-- it's not for automated messaging but for direct messaging (lab results, diagnosis, etc. in a conversation on text message).

Jennee DeVoreTue, Apr 2, 2024, 7:17 AM

I got comfortable alerting patients about notifications for them to log into and view on our platform. No information was transmitted via text except that the patient had a new notification.

Brian SchererTue, Apr 2, 2024, 11:27 AM

My guess as to the reason why we don't see this type of texting in healthcare is that it's HIPAA thing, not a TCPA thing. I say that because an analogous level of security requirements are applied often in the banking / financial services space... and the best in class operators send text alerts but keep all sensitive information behind a login. This is not a TCPA thing. This is a security/privacy of information thing. The provider has no way to know whether the end device is secured appropriately (because the provider has no control over what device is being used, whether a passcode/pin/face ID is required to access, whether messages are displayed on the home screen without additional authorization, etc etc). This is why fintechs I advise aren't ever given the green light to text anything sensitive (adverse action notice, for example)... and likely why healthcare providers don't do it either.

Jennee DeVoreTue, Apr 2, 2024, 6:53 PM

@brian-scherer +1 loss of control = loss of knowledge and ability to manage liabilities = 😢

Peter LuceTue, Apr 2, 2024, 7:09 PM

Seconding @brian-scherer’s point. The cell phone "notifications" feature is precisely why it's not allowed under HIPAA. Imagine you're at work and your phone is laying on a conference table and your doc texts to say your anti-depressant prescription is delayed, and you have your phone set to display the content of the text in a banner, and you boss sittingn next to you, who doesn't know you are on anti-depressants, sees it.  It's really not even ok to send anything that would indicate you are seeing a specific doctor, but exceptions exist for things like a pharmacy notices )"Your prescription is ready. Click the link for more info.")

Brock WanlessTue, Apr 2, 2024, 7:47 PM

I've dealt with this issue before. Without getting into too much nuance, the upshot is texting patients is not barred by HIPAA, but the same PHI safeguards/requirements apply. Sending PHI over text is generally a BIG no-no, but most SMS services in the healthcare context are used simply for notifications or confirmations (like appointment confirmation, notice to log-into the physicians EHR, like Epic/MyChart, etc...).

Andrew GrantTue, Apr 2, 2024, 4:58 AM

Yes, quite frequently. Happy to discuss or help as needed

Eugenia BergantzTue, Apr 2, 2024, 5:00 AM

Yes, all the time!

Maria KwokTue, Apr 2, 2024, 5:26 AM

yes, I've done and am updating these as we speak!

Jennee DeVoreTue, Apr 2, 2024, 7:17 AM

Great resources here 🎉

Brock WanlessTue, Apr 2, 2024, 7:37 PM

Maybe not the best answer, but if you are looking for a quick resource to create ToS and privacy  policies, check out http://Termly.io. Obviously you will need to review/revise accordingly, but it's a useful tool. The only issue is the branding and URL redirect, so if optics matter it may not be a good option.

ShaynWed, Apr 3, 2024, 12:12 AM

For anyone that does privacy policies and things of that nature--do you also have experience in privacy law in general (including international like GDPR)?I have a few clients where we get large enterprises that want us to sign their DPA for specific jurisdictions (one on my plate is Canada and Quebec)--anyone with a focus on these data privacy issues?

Eugenia BergantzWed, Apr 3, 2024, 12:40 AM

@shayn yes, absolutely. Happy to chat more!

KhanWed, Apr 3, 2024, 11:04 PM

Yes! Same as above!

Nick RobbinsTue, Apr 2, 2024, 4:30 AM

Yes, happy help or brainstorm

Alexander SlafkoskyMon, Apr 1, 2024, 10:59 PM

Happy to discuss ip/patent strategy

Brian SchererMon, Apr 1, 2024, 10:59 PM

@aslafkosky @ryan @bdetwiler @jsilverman

Jennifer D. SilvermanMon, Apr 1, 2024, 11:10 PM

I don't handle patents but am able to make a referral if you would like one.

doe gregersenTue, Apr 2, 2024, 12:34 AM

thank you all for jumping in. @alexander - I'll share your contact info with my friend (Dan) and he can reach out.And thanks, @jsilverman - I'll take you up on the recommendation if anything further is still needed.

Brian SchererTue, Apr 2, 2024, 12:45 AM

@doe.gregersen it's @aslafkosky not Daniels 🙂

doe gregersenTue, Apr 2, 2024, 12:47 AM

ugh, doing too many things at once! thanks for the flag @brian-scherer, I did connect my friend to the right Alexander at least 🙂

Brian SchererMon, Apr 1, 2024, 4:12 AM

Advisory or transactional? Are these like consulting services? Or something else. I think I have some options, just want to understand better.

Ruben ArredondoMon, Apr 1, 2024, 4:18 AM

Advisory, yes like consulting services. Will be done according to the phase of the project which takes about 5-10 years so we do the service orders in phases

Brian SchererTue, Apr 2, 2024, 1:38 AM

file

• Standard (for Entity) - Consultant Agreement - Form of Consulting Agreement.docx

Ruben ArredondoTue, Apr 2, 2024, 1:38 AM

Thanks Brian!!

Ruben ArredondoTue, Apr 2, 2024, 1:39 AM

I'll look over this

Brian SchererTue, Apr 2, 2024, 1:39 AM

@ruben grabbed this from our template folder, let me know if it works!

Ruben ArredondoTue, Apr 2, 2024, 1:39 AM

I will.

Ruben ArredondoTue, Apr 2, 2024, 1:39 AM

I'll update the template folder when my changes

Brian SchererFri, Mar 29, 2024, 2:20 AM

@fnaves74 @gallaghgsc @andrew I'm sure have thoughts and/or understand the nuance. No pressure to respond but figured I'd highlight a few who understand the space.

Katharine BarretoFri, Mar 29, 2024, 2:20 AM

Thank you, @brian-scherer!

Flavia NavesFri, Mar 29, 2024, 3:09 AM

@kbarreto your gut instinct is right. Let me message you separately with a few ideas.

Gerald GallagherFri, Mar 29, 2024, 3:17 AM

Sounds like @fnaves74 is on it but happy to chat!

Andrew GrantFri, Mar 29, 2024, 3:23 AM

Not a securities attorney, but I agree with @fnaves74 - this seems to be a ripe example of using the term "NFT" as an attempt to end run around securities laws...If not using the word or concept "NFT" would mean you'd need to comply with the '33 Act, then adding in those concepts doesn't remove the obligations.

Katharine BarretoFri, Mar 29, 2024, 6:26 AM

Thank you, @fnaves74, @gallaghgsc, and @andrew! This was really helpful.I have a follow-up question. This client wants to sell NFTs directly to the public without an intermediary exchange. If they were to do that, would they need to be compliant with the '34 Act as an exchange (in addition to having the NFTs comply with the '33 Act as securities)?

Laurel PalluziFri, Mar 29, 2024, 5:12 PM

I'd be very interested @brian-scherer! I've been focused more on the regulatory side as of late but definitely been thinking about where this is headed 5 years from now (kind of like how we are 6 years post GDPR and how that has changed things). But if @cbrownesq has a better person for this - no hard feelings, I am certainly not holding myself out as an "expert"! 😊

Christian BrownFri, Mar 29, 2024, 6:39 PM

I love it @lapalluzi08 I think the regulatory side you bring is so so important with so many open questions today, and the #1 question I see after people want to explore some AI tool that has peaked their interest is how do I do this in a compliant, risk reduced manner and our talks on those topics have been so useful! Let’s team up again!

KhanSat, Mar 30, 2024, 3:08 AM

Interested if remote option (based in la)- happy to talk about privacy and ai governance work I have done (including eu ai act) here as well as where i see things going with legaltech.

ShazThu, Mar 28, 2024, 12:44 AM

I work with a lot of SaaS companies (including those that sell to other SaaS) and it's a pretty mixed bag of arbitration clauses or not. I don't think it's a hill to die on in my experience/opinion.

Laurel PalluziThu, Mar 28, 2024, 12:50 AM

Thanks for your thoughts - there's a lot of open issues in this one, but wanted to get ahead of the arbitration conversation.

ShazThu, Mar 28, 2024, 12:59 AM

Oh, then you can use this as a bargaining chip then for something else. Good luck!

Jennee DeVoreThu, Mar 28, 2024, 9:41 PM

Definitely don’t think it’s a hill to die on.

Laurel PalluziThu, Mar 28, 2024, 12:51 AM

SAME! And my mentors were all of the same opinion, which is why I wanted to know if something had changed with arbritration recently that made it more palatable. 🙂 Thanks for your thoughts.

David LundeenThu, Mar 28, 2024, 12:52 AM

Unlike a lot of other business lawyers, I do have a bit of litigation experience, so this has colored my preference for courts.

David LundeenThu, Mar 28, 2024, 12:55 AM

Which is not to say they are infallible or always cost-effective, I hasten to add!

Laurel PalluziThu, Mar 28, 2024, 1:00 AM

I always viewed it as a mixed bag, but I wanted to reserve all rights. I don't feel like you will know if arbitration is the right choice until the situation arises and I don't want to be forced down a path before having those facts.

David LundeenThu, Mar 28, 2024, 1:04 AM

For international transactions, I think the considerations may well be different, incidentally.  I

David LundeenThu, Mar 28, 2024, 1:04 AM

I am acquainted with some sophisticated international arbitration lawyers who have thoughtful opinions on this front.

Laurel PalluziThu, Mar 28, 2024, 1:05 AM

Very fair. I often agree to arbitration in the international context. This is a US-to-US transaction (which I should have clarified) between two CA-based companies.

‍

Laurel PalluziThu, Mar 28, 2024, 12:53 AM

I've offered up agreeing to keep things private and closed door (to the extent permissible by the court) in the hopes of getting them to walk back arbitration.

David LundeenThu, Mar 28, 2024, 12:53 AM

Yes, the confidentiality is a huge point for why whales like it, and I kind of like the ability to make good law.

David LundeenThu, Mar 28, 2024, 12:54 AM

In addition to PR

Laurel PalluziThu, Mar 28, 2024, 12:54 AM

I should also clarify that this customer is a whale for my client, but definitely still SMB. 🙂

Rich SapienThu, Mar 28, 2024, 12:55 AM

Got it - though if things are going to be kept quiet anyway, is there a reason you'd prefer that to arbitration?

Laurel PalluziThu, Mar 28, 2024, 12:56 AM

Cost - I have found it's not actually less expensive; limited ability to appeal decisions (or if it's non-binding, then you end up in court anyway); problems with enforcement of judgments; limited discovery (could be a positive but could be a negative -- too fact-specific for each scenario)

Laurel PalluziThu, Mar 28, 2024, 12:57 AM

Those are the 4 buckets I usually lean on as why we don't want arbitration with confidentiality being the item in the pro bucket. Then I let the client decide what way they want to go.

James WongFri, Mar 29, 2024, 12:05 AM

happy to chat! will dm you

Jennee DeVoreFri, Mar 29, 2024, 12:17 AM

Would love to join the convo!

Neal JagtapFri, Mar 29, 2024, 12:30 AM

Love to join the convo and happy to give my 2 cents as well.

Maria KwokFri, Mar 29, 2024, 12:41 AM

Sounds like there is interest in this.  I can coordinate a group call.   @james, @npjagtap, @jennee Are you free today at 1pm (PST)?  Otherwise anytime after 11am PST tmr?

Neal JagtapFri, Mar 29, 2024, 12:41 AM

I can do 1 pm PT today.

Andrew GrantFri, Mar 29, 2024, 1:40 AM

We've done it; I haven't yet received any value from a company as it's still early.

Andrew GrantFri, Mar 29, 2024, 1:41 AM

And we'll likely be doing some more of it in the future (we haven't done equity only yet though)

Brian SchererWed, Mar 27, 2024, 8:02 AM

DMing you @anthony

Cecilia ZinitiWed, Mar 27, 2024, 11:46 PM

Interesting companies requiring this and just making it a hoop for employees to go through.

Brian SchererFri, Mar 22, 2024, 10:24 PM

@jonnyallred might!

Jonathan AllredFri, Mar 22, 2024, 10:30 PM

I've delt with it before. It's been a while, but happy to chat!

Maria KwokThu, Mar 21, 2024, 9:38 PM

To employees or physician employees?

doe gregersenThu, Mar 21, 2024, 10:37 PM

Health techs, from what it sounds like. Not physicians.

Laurel PalluziWed, Mar 20, 2024, 1:41 AM

Not qualified to give advice formally but, from my in-house experience (because I have a CEO that likes to let folks live wherever they want so this comes up every 2 months...), the EOR/Deel model is going to be best for him and the company. Independent contractor comes with a lot of risk for the company (I've seen startups do this but it's messy because you're still going to operate like an employee), and US subsidiary will never make sense until they plan to hire more folks in the US.

Brian SchererWed, Mar 20, 2024, 4:42 AM

Thanks Laurel! @smgibson91 curious if maybe you have an opinion here or wouldn't mind doing a paid consult

Jennee DeVoreWed, Mar 20, 2024, 10:31 AM

Agree with Laurel!! 🙌

‍

Matt MargolisWed, Mar 20, 2024, 8:19 PM

@rachelewaters

Rachel WatersWed, Mar 20, 2024, 8:26 PM

@harrison happy to chat with them! and can share my specific background with this issue if you DM me

Harrison HawkesWed, Mar 20, 2024, 8:27 PM

Thanks both. @rachelewaters I’ll DM you

KhanTue, Mar 26, 2024, 2:42 AM

I am happy to chat on this too if you still need someone

Harrison HawkesTue, Mar 26, 2024, 2:43 AM

Thanks. We got this covered

Brian SchererThu, Mar 14, 2024, 3:19 AM

@jsilverman @aslafkosky @ryan @bdetwiler might be missing people but that’s a start

Alexander SlafkoskyThu, Mar 14, 2024, 4:05 AM

Happy to help, @rich!

Rich SapienThu, Mar 14, 2024, 4:26 AM

Thanks! @aslafkosky great to meet! I’m set for now but good to know someone else in network.

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Danielle BrennanTue, Mar 12, 2024, 1:29 AM

@jason happy to help, I am very familiar w/ the EOQ crunch

Laurel PalluziTue, Mar 12, 2024, 1:37 AM

Happy to help as well @jason

Rob JarrettTue, Mar 12, 2024, 4:20 PM

also happy to help @jason

KhanMon, Mar 18, 2024, 10:30 PM

I can help with any DPAs as well @jason

Andrew GrantSat, Mar 9, 2024, 4:42 AM

Our rep has been trying to set up a demo … I can ask if/when we do as while not a solo, we’re still quite small

Brian SchererSat, Mar 9, 2024, 4:53 AM

Thanks Andrew

Laurel PalluziSat, Mar 9, 2024, 6:09 AM

Do you want me to inquire o/b/o the community @brian-scherer?

Brian SchererSat, Mar 9, 2024, 7:19 AM

Not necessary, I’m mostly just annoyed by them. I had a demo for cocounsel and they literally couldn’t give me pricing for precision because the person on the phone was a “mid tier” rep and doesn’t work with small firms. In classic westlaw fashion they had 2 people on the call and wanted to show me everything I didn’t want to see, when all I wanted was the price…

Brock WanlessThu, Mar 14, 2024, 1:48 AM

I'm doing a demo soon - regional rep reached out. Once i have a quote will report back.

Nick RobbinsSat, Mar 9, 2024, 6:27 AM

For sure a bunch of 🚩 🚩 🚩 on each of those bullet points. While over reaching, I suspect there are ways to draft around those issues and not sure their ask of owning atty work product would necessarily foot with various legal ethic rules etc and be enforceable. Certainly they are making very clear who there are and how they see things …. 🚶‍♂️  is probably the best approach

Neal JagtapSat, Mar 9, 2024, 6:54 AM

These are big red flags. I’d at least try to negotiate and see if these are deal breakers for them. I don’t think I’d agree to any of these.

Brian SchererThu, Mar 7, 2024, 10:43 PM

Termly or Iubenda might be an option.

Laurel PalluziThu, Mar 7, 2024, 11:33 PM

Second Termly.

Brian SchererThu, Mar 7, 2024, 12:55 AM

https://venturahersey.com/daniel-j-muller recommended from a trusted employment lawyer on the employer side

Cecilia ZinitiThu, Mar 7, 2024, 4:02 AM

Claire Cochran  - has advised many of my friends and gotten great results - https://www.lawofficesofclairecochran.com/

Attachments

• LAW OFFICES OF CLAIRE COCHRAN: Law Offices of Claire Cochran
• https://www.lawofficesofclairecochran.com/

Shannon GibsonThu, Mar 7, 2024, 11:54 AM

I’m also available.

Shannon GibsonFri, Mar 8, 2024, 2:32 AM

Feel free to reach out to me if there’s still a need. @jason

‍

Laurel PalluziMon, Mar 4, 2024, 7:28 PM

That is how I have been operating (on advice of Gunderson) but I admit that our gaps have been about 6 months and not a couple years. It's possible the analysis is different.

Neal JagtapMon, Mar 4, 2024, 8:27 PM

I think @lapalluzi08 is correct. However, as a measure of damages or even whether this is a net negative, it would be interesting to see how the engagement letter is phrased. Is the grant couched in terms of a % of the company or an absolute number of options? Was there a funding round in the interim (between 2021 and 2023 that's not out of the question)? Just something to consider.

Chris JonesMon, Mar 4, 2024, 9:00 PM

Probably. 409a has expired over that period, so there’s likely an issue with maintaining the safe harbor exemption w/ the 2021 strike price.

Jeff BromMon, Mar 4, 2024, 10:46 PM

Agreed in this case. If you join ever as an advisor pre-funding though, negotiate for founder shares to avoid this!

Maria KwokMon, Mar 4, 2024, 10:51 PM

Correct.  I just had this issue come up with a gap in the timing of 409a evaluation, though, like @lapalluzi08, the gap is 6 months, not 2 years.   There was a delay between the promise of options in an employment agreement (pre-FMV) and the actual execution of the option agreement/board consent (post-FMV).  The FMV has increased a bit and we had to adjust the employee's options (though, it was also complicated by a RIF, but that's separate issue).

Nick RobbinsTue, Mar 5, 2024, 12:38 AM

@anthony while issuing the option at below the 409a fmv will have significant negative tax implications and potential accounting impact, if the delta between the promised strike price and FMV is significant enough you could structure it as restricted stock with the lower purchase price. there would be imputed income however the net net might be better. I recently navigated a similar issue.

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Laurel PalluziSat, Mar 2, 2024, 4:02 AM

For short term solution, I would try Priori. It might lead to a FT hire as well.

Brian SchererSat, Mar 2, 2024, 5:08 AM

I haven’t done much research in the space… but tagging a few folks at smaller firms who might have knowledge @llambert @peter @monica

Eric BroadSat, Mar 2, 2024, 5:31 AM

thank you @lapalluzi08!

Matt MargolisMon, Mar 4, 2024, 12:57 AM

Like latitudes too for this

Brian SchererMon, Mar 4, 2024, 1:14 AM

Do either do offshore?

Matt MargolisMon, Mar 4, 2024, 1:16 AM

Lawtrades does

Matt MargolisMon, Mar 4, 2024, 1:16 AM

Priori wouldn’t be surprised  

Matt MargolisMon, Mar 4, 2024, 1:16 AM

Latitude no idea

Laurel PalluziMon, Mar 4, 2024, 1:26 AM

Priori definitely has posted opportunities in London so I assume so (but may be limited in scope)

Brian SchererSat, Mar 16, 2024, 5:53 AM

Hey @eric no rush at all, but any luck on finding someone? Any learnings?

Eric BroadSat, Mar 16, 2024, 8:45 AM

Haven’t found someone yet. Tried Priori but it wasn’t a great fit. Giving another platform called Microsourcing a try now but the onboarding process for them can take 30-45 days so clearly not a solution for an immediate need but potentially for a longer term hire. Will update you as the process plays out.

Laurice Rutledge LambertSat, Mar 16, 2024, 5:03 PM

Another option - The Mom Project, I saw a posting for a litigation paralegal on there. And I think I know of a company out of Mexico, I need to find the name. Will circling back.

Laurel PalluziFri, Mar 1, 2024, 4:51 AM

I have a few questions about the LinkedIn Terms and Conditions that a corporation is bound to under an Order Form. Specifically about corporate v individual liability."The terms of the User Agreement are incorporated into this LSA. Customer will ensure that Customer Users comply with the User Agreement when using the Service within the scope of their employment."I believe this could mean that, if an individual breaches the individual user agreement when acting in their professional capacity while using one of the LinkedIn Services under the corporate agreement, they could also be liable as an individual under the individual agreement. I can't make a good argument that the limitation of liability in the corporate tems -- which is between the corporation and LinkedIn -- supersedes the limitation of liability in the User Agreement as it relates to individual usage and LinkedIn. As the User Agreement currently reads, there is no cap on liability or exclusion for consequential damages as an individual user. The Corporate Agreement which has mutuality in this regard does take precedence over the User Agreement, but I am not convinced that this means the limitation of liability with regards to the individual is superseded since I wouldn't call that a conflict.As a side note, I assume the Corporate Agreement does not apply where an individual does something in violation of the User Agreement when not using the "Services" even if such violation occurred "within the scope of their employment" because the "Service" means only those items listed on the Order Form (e.g., I am gathering data for work but not using a corporate "Service" to do so and that gathering of information in the way I do so is the violation).Would appreciate the thoughts of this group! I would also appreciate being told my interpretation is bonkers 😅

Brian SchererSat, Mar 2, 2024, 5:42 AM

I'll need to read this over the weekend 🙂

Brian SchererFri, Mar 1, 2024, 12:20 AM

As a new york barred atty... this is something I swear would come up on the NY bar exam if it was real. I'm going to have to answer no, I don't think there is a similar requirement in NY. But I'd also lean on some other NY folks to back me up here. I'm guessing governing law is NY?

Rob JarrettFri, Mar 1, 2024, 1:09 AM

Yes NY governing law. Thought it would be the case, and no concern here. I’ve taken over a client and taken over a contract from another lawyer mid-negotiation. Always fun. They tried to add it in and it’s been rejected.

Rob JarrettFri, Mar 1, 2024, 1:09 AM

Thanks very much 🙏  

Lisa HanssenFri, Mar 1, 2024, 1:17 AM

I am licensed in PA not NY, but consider the following from some research I conducted not long ago: New York courts have indicated that caps of liability for gross negligence may be enforceable provided that the cap is meaningful. This is the same rule courts will apply to indemnities. In general, indemnities for the indemnified party’s gross negligence or willful misconduct are unenforceable.Under New York law, gross negligence generally requires reckless indifference to the rights of others or a failure to use even slight care or conduct that is so careless as to show complete disregard for the rights and safety of others. Thus, a deviation from a standard of care—even a major deviation—isn't enough to constitute gross negligence.You might want to look at the Matter of Part 60 Put-Back Litig., 2020 NY Slip Op 07687 (December 22, 2020). In this New York Court of Appeals case (New York's highest court) involving mortgage-backed securities, the decision addressed questions of the enforceability of limits on liability, including caps on liability and damages and limits on remedies. The Court, on a motion to dismiss, enforced a “sole remedy” clause for breaches of representations against the plaintiff trustee for a RMBS pool, despite its claim that the alleged breaching party had acted in a “grossly negligent” manner that should have rendered unenforceable any limitation on damages clause. The Court analyzed the scope of two competing public policies, one barring contractual provisions granting immunity for wrong-doing and the other favoring freedom of contract.

Rob JarrettFri, Mar 1, 2024, 1:22 AM

Thank you

Brian SchererFri, Mar 1, 2024, 1:27 AM

Thanks Lisa! Yeah all of those considerations are certainly real. I just don't think there's a hard and fast rule around requiring certain language or else the LOL is unenforceable

Brian SchererFri, Mar 1, 2024, 1:28 AM

Great context though. Plenty of limits on the limits to liability!

Lisa HanssenFri, Mar 1, 2024, 1:44 AM

Oh, yeah! Always good to consider when negotiating the risk transfer mechanisms in a contract ... I find it can be a challenge getting clients to consider this key part of a contract "price".

Laurel PalluziFri, Mar 1, 2024, 2:08 AM

Have you tried just starting "unless not permitted by law, (insert rest of liability clause)" -- that's what I do (NY barred, uses NY law as standard). Feel free to take a look at my subscription terms at http://legal.solo.io to see my standard if helpful.

Lisa HanssenFri, Mar 1, 2024, 2:18 AM

💡

Andrew GrantFri, Mar 1, 2024, 2:22 AM

I’m not NY barred but never heard of required language. NY does have threshold test to make contract enforceable under NY law if no nexus otherwise but that doesn’t seem to be an issue. And I second @lapalluzi08’s point about the general intro

Rob JarrettFri, Mar 1, 2024, 2:59 AM

Thanks all. It’s a quirk of English law. Just wanted to check it was ok to remove it under NY law.

David LundeenFri, Mar 1, 2024, 3:43 AM

I am not NY barred but have reviewed literally thousands of NY governed docs; never seen such language, don’t think it’s required by any statute or case law.

David LundeenFri, Mar 1, 2024, 3:46 AM

As an added bonus for NY law governed contracts, it is not necessary to exclude choice of law rules and then add the 5-1401 and -1402 exemptions to that exclusion, and we know that because the Court of Appeals told us so more than a decade ago: https://www.shearman.com/-/media/files/newsinsights/publications/2013/01/common-sense-trumps-extra-words-in-governing-law__/files/view-full-memo-common-sense-trumps-extra-words-i__/fileattachment/commonsensetrumpsextrawordsingoverninglawclausec__.pdf

David LundeenFri, Mar 1, 2024, 3:46 AM

(Nevertheless the usage persists)

Andrew GrantFri, Mar 1, 2024, 3:48 AM

@dave - I haven't seen that case; thanks for sharing!

David LundeenFri, Mar 1, 2024, 5:08 AM

I always share it with BigLaw finance lawyers, I sometimes even get them to remove unnecessary language

Laurel PalluziFri, Mar 1, 2024, 5:09 AM

What a great resource! Thank you!

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Laurel PalluziThu, Feb 29, 2024, 2:53 AM

I'd be happy to for some sort of quid pro quo on another area they have expertise in, if possible.

Rob JarrettThu, Feb 29, 2024, 9:46 PM

Also happy to help

Christian BrownTue, Feb 27, 2024, 10:41 PM

@lapalluzi08 I’m will versed in AI and familiar with the EU AI act from the context of looking at it as a model for US legislation but am still digging in deeper myself. Happy to compare notes and talk in general.

Laurel PalluziTue, Feb 27, 2024, 10:46 PM

That would be great @cbrownesq - I feel like we are all learning on the fly and have dejavu back to controller v processor when reviewing the provider v deployer v distributor distinctions. I have 4-4:30 Central Time available today or after 6:15. Or tomorrow from 3:30-4, and Thursday after 2:30.

Christian BrownTue, Feb 27, 2024, 11:01 PM

@lapalluzi08 4 pm CST works for me. E: mailto:cbrownesq@outlook.com

Andrew GrantTue, Feb 27, 2024, 11:46 PM

Same - learning on the fly. Not qualified to actually advise on it yet but would love to maybe have an internal session in coming months for some of us to gather and discuss?

Laurel PalluziTue, Feb 27, 2024, 11:47 PM

I'd love that as well. Happy to add you to our call today if you're available @andrew and then coordinate a longer collaboration session for the wider group.

Andrew GrantTue, Feb 27, 2024, 11:48 PM

That would be great! mailto:andrew@ketsal.com. Thanks!

Christian BrownWed, Feb 28, 2024, 12:12 AM

Nice little cheatsheet I found previously

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‍Laurel PalluziWed, Feb 28, 2024, 12:16 AM

I do really like this one. It's the obligations by role that are tripping me up, and while there's a lot of information about what the roles mean -- I am finding that when I try to apply it to use cases my company is doing, it's not as clear as the resources lead one to believe.

Christian BrownWed, Feb 28, 2024, 1:30 AM

yeah it has been tricky nailing down clear definitions of the roles - this is an excerpt from what I have for my rough notes so far. Where it gets tricky is if your company is using a base model developed by someone else but then fine-tuning it on your own data for your or your client's use in the EU.

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Laurel PalluziWed, Feb 28, 2024, 1:31 AM

Thanks for providing this. Pretty sure that's how I would describe what we are doing...

Christian BrownWed, Feb 28, 2024, 1:34 AM

it will be a fun discussion for sure!

Alexander SlafkoskyWed, Feb 28, 2024, 5:29 AM

I’m late to this party, and reading it from an IP perspective - yikes. High-risk systems have to register in a public database. Love that intersection with trade secret law. Now, I need to do research and update my patent v. trade secret analysis based on what information goes into the public database. Also, I understand the need to inform people when they interact with AI, but it will make patent infringement easier to detect (because, for most of this stuff, you wouldn’t have known - now you may have great evidence). Maybe this shifts people back to thinking more patents than trade secrets…

Alexander SlafkoskyWed, Feb 28, 2024, 5:29 AM

Thanks for sharing, @cbrownesq!

Laurel PalluziWed, Feb 28, 2024, 5:30 AM

I'm hearing the same thing re: trade secret protection. Expecting it to be much more popular.

Alexander SlafkoskyWed, Feb 28, 2024, 5:40 AM

Yeah, software patents have a weird history. For some, they don’t even think of it; for some, they hate it (think EFF). For some, it’s a big part of their IP strategy. For that last set, there was a modest trend in software patenting, which existed before ML/AI got hot, to move toward trade secrets. Because the models are pretty closed or the exact mix of inputs can be ambiguous (where context doesn’t indicate otherwise), it was seen as a viable strategy to keep the ML/AI as a trade secret, especially if it was hard to re-create your training set, had insight into the problem ecosystem, or hard to detect if someone else was doing it for infringement detection. Now, if evidence is easier to find and trade secret protection smaller, they might shift back toward patents.

Alexander SlafkoskyWed, Feb 28, 2024, 5:40 AM

Would love to hear more, @lapalluzi08! I have these talks all the time with tech startups

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Christian BrownFri, Feb 23, 2024, 5:10 AM

What kind of FCRA fun are you getting into?

Brian SchererFri, Feb 23, 2024, 5:20 AM

potentially standing up a specialty CRA

Brian SchererFri, Feb 23, 2024, 5:20 AM

doesn't make sense to bill everything out at my rate if I can find someone who's familiar with the compliance and ops side of things

Christian BrownFri, Feb 23, 2024, 5:22 AM

I did FCRA compliance and litigation for one of the big three CRAs for a couple of years at Strasburger & Price (now Clark Hill). Chat more about the details?

Brian SchererFri, Feb 23, 2024, 5:28 AM

For sure, do you have a calendar I can jump on? Figuring out my schedule for next week right now, it's a bit chaotic

Neal JagtapFri, Feb 23, 2024, 6:13 AM

I can also refer you to a solo who used to work at Transunion. I'll dm her info to you.

Brian SchererFri, Feb 23, 2024, 7:25 AM

Amazing, thank you Neal!

Andrew GrantSat, Feb 24, 2024, 5:59 AM

I’ve done a good amount of FCRA work; could possibly help on this

Peter LuceFri, Feb 23, 2024, 12:32 AM

Try using an agency like Cogency to implement and track this stuff. Doing it on your own is not cost-effective

Peter LuceFri, Feb 23, 2024, 12:34 AM

then pass the cost on to your clients

Darryl ShaperFri, Feb 23, 2024, 2:39 AM

Thanks Peter - very helpful as I was not familiar with Cogency.

Brian SchererFri, Feb 23, 2024, 4:38 AM

Wasn’t aware of them either but great advice. Any other competitors worth noting?

Brian SchererFri, Feb 23, 2024, 4:38 AM

I know http://betterlegal.com does this for consumers

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David LundeenFri, Feb 23, 2024, 12:32 AM

I can think of a colleague who would be good at this if you haven’t found a match.

Rachel WatersFri, Feb 23, 2024, 12:58 AM

@dave would love to hear your rec - feel free to DM me. Thanks so much!

Danielle BrennanWed, Feb 21, 2024, 2:17 AM

Hi Laurel, I have a lot of experience drafting privacy policies with AI considerations. Happy to chat and help out!

Laurel PalluziWed, Feb 21, 2024, 2:19 AM

@danielle.brennan.4 - will DM you!

Matt MargolisWed, Feb 21, 2024, 9:03 PM

I can help here!

Chris JonesThu, Feb 8, 2024, 10:10 AM

Previous versions of the Safe included one that has both a valuation cap and a discount. In essence, when both are included the investor gets the better deal of the two conversions.The pro-rata doesn’t deal with this — you’d need to amend the existing safe to add a discount.Here’s the safe w/ both: https://docs.google.com/document/d/1ElZpueh6cAO7gq7Aa-droEey-zjpnz2m0AWtU4rrvJI/edit?usp=sharingAnd here’s a form to amend & restate a safe to include both.

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Muran ZhuThu, Feb 8, 2024, 9:10 PM

You can also check out my blog post on SAFE:https://www.startuplawreview.co/index/overview-of-convertible-note-safe-and-equity-financing

Attachments

• Startup Law Review: Overview of Convertible Note, SAFE and Equity Financing — Startup Law Review
• https://www.startuplawreview.co/index/overview-of-convertible-note-safe-and-equity-financing

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Laurel PalluziFri, Feb 9, 2024, 12:26 AM

@brian-scherer - I'd be happy to chat with him. I'm not sure I can offer him any work or anything but happy to have a conversation to see if there's anyone else in my network I could introduce him to or if there's another opportunity I'm aware of that might fit the bill.

Brian SchererFri, Feb 9, 2024, 12:32 AM

Yes sorry I wasn’t too clear in my message, but he’s not really looking for work right now, more just a mentor

Laurel PalluziFri, Feb 9, 2024, 12:55 AM

Happy to be a resource in that way!

A.J. CheekFri, Feb 9, 2024, 9:27 PM

@lapalluzi08, hope you're well. I'm A.J. Cheek, the friend of Brian's. It's really cool to see this community and many of his other friends!Thanks for offering up a chat. I'll DM you to find some time to connect.

Nick RobbinsFri, Feb 9, 2024, 10:47 PM

Happy to mentor. I have a similar journey. Gone from private practice -> wall street -> partner law firm -> GC @ VC backed co / NYSE listed co -> founder of tech start up -> GC VC backed co

A.J. CheekFri, Feb 9, 2024, 10:48 PM

Thanks @nick. I'll shoot you a DM too to find a time.

Nick RobbinsFri, Feb 9, 2024, 10:48 PM

🙌

‍

David LundeenTue, Feb 6, 2024, 5:52 AM

I know mass tort defense side lawyers and could ask for a reference-what is the nature of the injury?

Matt MargolisTue, Feb 6, 2024, 2:50 AM

I can help - feel free to shoot me a DM and I'll give you my number

Brian SchererTue, Feb 6, 2024, 4:46 AM

@delarams @jennee @llambert and probably a whole bunch of others

Jennee DeVoreTue, Feb 6, 2024, 4:52 AM

I'm happy to help. @harrison feel free to intro mailto:jennee@devoregc.com

Laurice Rutledge LambertTue, Feb 6, 2024, 4:53 AM

Happy to help support or discuss as well, if needed! mailto:Llambert@healthlawstrategists.com.

Harrison HawkesTue, Feb 6, 2024, 4:58 AM

Thank you both! I'll pass along your websites. @jennee, is your LinkedIn page the best website?

Jennee DeVoreTue, Feb 6, 2024, 4:59 AM

@harrison yes. I don't market my work.

Harrison HawkesTue, Feb 6, 2024, 4:59 AM

Sounds good

Eric BroadWed, Feb 7, 2024, 9:57 PM

I'd be happy to help here as well, but seems like you have a couple good options already. 😉

Harrison HawkesThu, Feb 8, 2024, 5:06 AM

Great. Can you please send me your contact details?

Neal JagtapTue, Feb 6, 2024, 12:28 AM

I can't provide a great answer to your question, but I'd add that if the client pushes for a source code escrow, I've found that requiring that they pay the escrow service fees can sometimes get them to back down.

Harrison HawkesTue, Feb 6, 2024, 12:38 AM

IMO, a licensee should only get access to the source code in escrow if the licensor is no longer in business and therefore can no longer provide the services under the agreement. And the license grant if the code is released should only be for the licensee to continue to use the services in accordance with, and during the rest of the then-current term of, the agreement.

The licensee shouldn't be able to do whatever it wants with the code, and bankruptcy is not the correct trigger b/c the licensor doesn't necessarily cease to be able to provide the services.

If licensee pushes back, I would ask why the licensee would want other triggers and for what other purposes would they want to use the software. (Maybe they'd have a legitimate answer, but I have yet to find one.)

Also, source code escrow provisions are big red flags in financings b/c the licensor's secret sauce is potentially accessible by a third party who could theoretically use that code to create a competing business. Regardless of whether that's practical since most licensees have no interest in creating a competing product, investors care because a potential acquirer would care and it's therefore an issue that will be disclosed and discussed in a financing.

Laurel PalluziTue, Feb 6, 2024, 5:13 AM

I have a lot of thoughts on this topic, and a lot of different versions of language for software. But for SaaS, I feel it should always be a hard no.

Neal JagtapSat, Feb 3, 2024, 3:21 AM

I'd be happy to help them.

Brian SchererSat, Feb 3, 2024, 3:27 AM

Cool, onboarding them today and will flag your profile. Thanks neal!

Neal JagtapSat, Feb 3, 2024, 3:27 AM

Thank you

Eugenia BergantzSat, Feb 3, 2024, 3:31 AM

Would love to be considered as well

Nick RobbinsSat, Feb 3, 2024, 4:39 AM

Happy to help as well.

Brian SchererSun, Feb 4, 2024, 7:34 AM

@nick @eugeniabergantz @npjagtap in order to improve transparency, I'll be bccing lawyers when I surface their profiles for companies who sign up. I'm doing that here, but please don't reach out. Soon I'll be adding an automated message that does this exact thing.

Chris JonesFri, Feb 2, 2024, 1:08 AM

Hey Christian - I’ve seen a range from $3k/mo to $9k/mo for subscription based legal, depending on the size of the company. I know Atrium had a similar model before it closed, that may be another valuable data point.

Jennee DeVoreFri, Feb 2, 2024, 1:47 AM

I'd take your all-in pay including vacations and everything and divide it by the increments that you want to spend doing this work. For example, if you want all in to be $300K and you want to spend no more than 30 hours per week doing that work then back into that calculation that way and then gut check that number.

Jennee DeVoreFri, Feb 2, 2024, 1:47 AM

Remember to include paying yourself for vacations! You need them and your clients should want you to take them.

Christian BrownFri, Feb 2, 2024, 1:50 AM

Thank you both!

doe gregersenFri, Feb 2, 2024, 8:56 PM

What’s the “interim” period?

Brian SchererSat, Feb 3, 2024, 10:32 AM

Uncertain. But until the find the right person 🤷

Brian SchererThu, Feb 1, 2024, 8:09 AM

Tagging some SaaS gurus @eugeniabergantz @jason @lapalluzi08 @lkilian

Jason SoniThu, Feb 1, 2024, 8:16 AM

Assuming client is US-based, and client is UAE-based only, I would push hard to ensure governing law and venue is in the US in order to have predictability and to not litigate internationally in client's backyard.  I think the rest of the contract negotiation would be "standard operating procedure." I think if you win governing law and venue, you can take a more risk-based approach since the likelihood of UAE client suing in the states is low.

Jason SoniThu, Feb 1, 2024, 8:17 AM

Happy to answer any questions.

Laurice Rutledge LambertThu, Feb 1, 2024, 8:19 AM

Thank you Jason! Any chance I could give you a ring tomorrow? Will DM you

Laurel PalluziThu, Feb 1, 2024, 9:34 AM

I'm happy to chat as well if the SaaS provider is US based. I'd push for NY governing law and venue -- that tends to be acceptable outside of the US (except Europe). I would also advise, given this is the first customer internationally, that you include an arbitration clause. I'm normally not a fan, but this is the kind of context where it can be helpful.

Harrison HawkesThu, Feb 1, 2024, 8:44 PM

If you don’t get US governing law, I prefer to stick with common law JDXs. I push for UK for EMEA deals and Singapore for Asia deals. And +1 to binding arbitration for international deals to help avoid issues of enforceability of the agreement. And may also be worth including provision that says prevailing party gets its attorneys’ fees paid for.  https://en.m.wikipedia.org/wiki/Convention_on_the_Recognition_and_Enforcement_of_Foreign_Arbitral_Awards

Attachments

• wikipedia: Convention on the Recognition and Enforcement of Foreign Arbitral Awards
• https://en.m.wikipedia.org/wiki/Convention_on_the_Recognition_and_Enforcement_of_Foreign_Arbitral_Awards

Laurice Rutledge LambertThu, Feb 1, 2024, 8:45 PM

Thank you all! I really appreciate it. I may reach out further on DM!!

Harrison HawkesThu, Feb 1, 2024, 9:07 PM

Forgot to mention, if the deal is big enough for the client (many early-stage startups won’t want to incur the additional legal costs), I advise clients to take the agreement as drafted pursuant to US law and then have local counsel confirm if anything is missing (eg missing a reference to a particular statute).The big one that comes to mind is India’s requirement to have the agreement stamped. Just found this article that explains it but I defer to folks more knowledgeable on Indian law: https://chambers.com/legal-trends/legality-of-unstamped-agreement-in-indiaOf course, I try to provide an intro to local counsel so the client doesn’t feel like I’m leaving them high and dry.

Attachments

• The Importance of Stamping Agreement in India | Chambers Expert Focus
• https://chambers.com/legal-trends/legality-of-unstamped-agreement-in-india

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‍

Brian SchererThu, Feb 1, 2024, 8:11 AM

@muran.zhu @alexander @anthony 👀

Muran ZhuThu, Feb 1, 2024, 8:55 AM

My firm has VitalLaw subscription and I can send you the WV filing requirement tomorrow after I look it up

Brian SchererThu, Feb 1, 2024, 9:18 AM

How do you like vitalLaw? Been curious about their banking and financial services stuff

Muran ZhuThu, Feb 1, 2024, 9:34 AM

I only use it for blue sky filings

Muran ZhuThu, Feb 1, 2024, 9:34 AM

Which they do a good job of tracking each state’s requirements

Muran ZhuThu, Feb 1, 2024, 9:34 AM

Not sure about other things

Neal JagtapFri, Feb 2, 2024, 12:16 AM

Re the WV filings, def check this industry association website for any help: https://www.nasaa.org/I've also called the state regulators directly if I had a question about how to follow an instruction or about a reg that is confusing or contradicts another instruction, and I've found them uniformly helpful.

Attachments

• NASAA: North American Securities Administrators Association - NASAA %
• https://www.nasaa.org/

Muran ZhuFri, Feb 2, 2024, 12:21 AM

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Muran ZhuFri, Feb 2, 2024, 12:21 AM

This is downloaded from VitalLaw

Katharine BarretoFri, Feb 2, 2024, 1:40 AM

Wow, thank you @muran.zhu and @npjagtap! This is super helpful.

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Jennee DeVoreSun, Jan 28, 2024, 5:10 AM

I do a subscription and am happy to chat about how that works for my practice. I'm not drawing down hours. It depends on your jurisdiction's professional responsibility rules. Some do not allow retainers and other creative billing. If you're doing a prepay of hours, you may also have to set up a IOLTA

Brian SchererMon, Jan 29, 2024, 8:50 AM

I also do a subscription with a few of my clients. Early days testing it out. I have 2 on a monthly fee for GC services, and I probably do 1.5-2x that amount of work if I based it on my hourly rate. I tell them “we’ll evaluate it on a month to month basis and if we need to adjust we’ll do so accordingly”. Not too scientific but they are respectful of my time and I get certainty, so it works right now

Peter LuceWed, Jan 31, 2024, 3:39 AM

I've done quite a number of these over the years. The trick is to bill it in arrears on a bi-monthly or monthly basis (with true-ups as needed) instead of in advance to avoid having to put the funds in an IOLTA. The client is not purchasing the services in advance, they are buying a commitment from you to provide a certain number of hours of services.

Peter LuceWed, Jan 31, 2024, 3:40 AM

Depending on your state, the agreement will likely need to contain a provision that allows the client to terminate for convenience

Peter LuceWed, Jan 31, 2024, 3:41 AM

You should also have a clause stating explicitly that the payments are not a retainer, but rather for services rendered.

Eugenia BergantzThu, Jan 25, 2024, 10:22 AM

I speak Russian

Flavia NavesThu, Jan 25, 2024, 11:39 AM

Wonderful, @eugeniabergantz! What is the best way to put my colleague in touch with you?

Eugenia BergantzThu, Jan 25, 2024, 1:04 PM

My email is mailto:eugeniabergantz@gmail.com

Flavia NavesThu, Jan 25, 2024, 2:10 PM

👍

Ruben ArredondoWed, Jan 24, 2024, 10:20 AM

https://www.kirtonmcconkie.com/professionals-Elaine-Young

Ruben ArredondoWed, Jan 24, 2024, 10:21 AM

This is who I used when I was in house. She did several H1Bs for us. Great attorney and better person. I can make an intro

James WongWed, Jan 24, 2024, 10:22 AM

That’d be fantastic! Thanks Ruben! I’m at mailto:james@inkly.com

Flavia NavesThu, Jan 25, 2024, 6:21 AM

Highly recommend David Brown - https://brownimmigrationlaw.com/. I used him in 3 companies, super diligent and extremely cost efficient

James WongFri, Jan 26, 2024, 1:17 AM

thanks @fnaves74!!

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Alexander SlafkoskyWed, Jan 24, 2024, 11:34 PM

I'm following this thread, as I have a similar situation. Luckily (or not?) multiple accounting firms have said my client start-up is basically worth $0, so units are worth even less than basically $0. Transferor is exiting and wants to sell his units to other founders

Alexander SlafkoskyWed, Jan 24, 2024, 11:42 PM

Also, @anthony my gut says it's a gift to the recipient (because no consideration) but I'm not 100% comfortable with that analysis.

Anthony MaloneWed, Jan 24, 2024, 11:47 PM

Thanks @aslafkosky!

Brian SchererThu, Jan 25, 2024, 2:54 AM

If anyone knows of solo or small firm tax lawyers that might be interested in joining the community, we should invite them!

Brian SchererTue, Jan 23, 2024, 9:51 PM

I think we have a few templates in the template library that would just need to be adjusted for any CT specific concerns, not sure what those are but shouldn’t be anything too crazy.

Brian SchererTue, Jan 23, 2024, 9:51 PM

Whatever you end up getting or changing though, please add 🙏  

Eugenia BergantzTue, Jan 23, 2024, 9:52 PM

Will do! Thank you!

Brian SchererTue, Jan 23, 2024, 9:59 PM

https://drive.google.com/drive/folders/12Woyv1jMEmkhRJr08lFQHPhbMT0rGzNq

Laurel PalluziTue, Jan 23, 2024, 10:09 PM

I have a Connecticut template (I technically have all 50 states) - here ya go! My only caveat is that this was done late last year so it's possible it may not be current for any updates to 2024.

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Eugenia BergantzTue, Jan 23, 2024, 10:10 PM

Thank you so much!!!

Muran ZhuTue, Jan 23, 2024, 11:05 PM

I never set a deadline for review timeline but would emphasis the desired closing date discussed by the business teams. I would also follow up with investor counsel if I haven’t heard anything within a week to ask for update.

Brian SchererTue, Jan 23, 2024, 11:07 PM

Is there a range (or a max) in terms of how long it should absolutely not take? Priced round / seed

Muran ZhuTue, Jan 23, 2024, 11:09 PM

3 weeks is probably max

Muran ZhuTue, Jan 23, 2024, 11:10 PM

I usually hear back within 2 weeks

Nick RobbinsWed, Jan 24, 2024, 12:38 AM

I will add from the company side (particularly when I have raised funds v merely representedCompanies) it's very important to set timelines and expectations as once the term sheet is signed deal momentum shifts to the investor.

Alexander DanielsTue, Jan 23, 2024, 11:08 PM

Depends on the deal, but generally agree with @muran.zhu and no set deadline as long as the investor is making progress and doesn't seem to be unnecessarily delaying review

Nick RobbinsWed, Jan 24, 2024, 12:35 AM

@brian-scherer in my experience it's driven mainly by sophistication of the investor

Brian SchererWed, Jan 24, 2024, 12:44 AM

Thanks all! Super helpful