Decisions rendered in an arbitration proceeding are usually final, meaning they are not appealable. Frequently, this is highlighted as one of arbitration’s advantages. Many—if not most—agreements to arbitrate expressly...more
Many startup projects begin with small investments from founders and friends or family who believe in the founders’ plan, product, or idea. As startups further develop their business offering and concept, they often require...more
Anti-Spam Law in the United States -
Anti-spam laws and regulations in the U.S. are intended to the public unwanted spam emails. Any person or company that sends emails in connection with their business must be sure to...more
Introduction -
“Arbitration is a creature of contract.” This does not mean that arbitration is a fictional creation or some other-worldly lifeform. But the phrase is shadowy in that it doesn’t convey much useful...more
Are your privacy policy and practices adequate? Given a new wave of state-level data privacy laws, companies that collect customer information should consider whether updates are required. This applies especially to companies...more
Introduction Most people are relatively familiar with the importance of contracts when doing business or transferring property interests. They often rely on a general understanding of freedom of contract and the...more
In a recent post, I addressed the applicable framework under Texas law when employees not subject to non-compete agreements leave a job to compete with a former employer. This article addresses Texas law on non-compete...more
Introduction -
The dissolution of an employment relationship can provoke conflict, uncertainty, and stress. The stress can be heightened when the departing employee is likely to compete with the former employer, using...more
The term “accredited investor” is frequently heard in the field of financial investing. But many investors lack an in-depth understanding of the implications of accredited investor status or how it is acquired, especially...more
Capital raising involves significant legal risks and complex securities law issues. All sorts of ownership interests sold in exchange for investments and payment rights constitute “securities” and their sale is subject to...more
How Are Fiduciary Duties Applicable to Decisions Authorizing Changes to Corporate Capital?
The first post in this series analyzed whether shareholders may seek remedies in the context of charter amendments to facilitate...more
If the rule isn’t that anything goes with enough votes, what is it?
Experienced entrepreneurs and investors alike understand that equity dilution is a fundamental aspect of investing in corporations. This is especially...more
9/9/2022
/ Breach of Duty ,
Capital Formation ,
Capital Raising ,
Corporate Charters ,
Corporate Financing ,
Delaware General Corporation Law ,
Entrepreneurs ,
Equity Financing ,
Fiduciary Duty ,
Recapitalization ,
Venture Capital
Recently the SEC filed suit for insider trading of securities against a high-level employee at the popular crypto exchange, Coinbase. The SEC filed its civil suit in Seattle on July 22, 2022, against and his co-conspirators....more
8/9/2022
/ Coinbase ,
Criminal Investigations ,
Criminal Prosecution ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Financial Services Industry ,
Insider Trading ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Violations
Texas Series LLCs & Recent Changes to The Texas Business Organizations Code - The 2021 Texas Legislature made significant changes to statutory provisions governing Series Limited Liability Companies. Largely, they make Texas...more
Earlier this year, on February 14, 2022, the SEC issued to BlockFi Lending LLC (“BlockFi”), a crypto lending platform, a cease-and-desist order (the “Order”). See BlockFi Lending LLC. The Order prohibits BlockFi from engaging...more
Recently, the SEC published a proposed new regulation (the “Proposed Rule”) to amend the definition of an “exchange” for purposes of the Securities Exchange Act. Any person whose conduct meets the Proposed Rule’s new...more