Seed investment deals between a new hedge fund manager and a seed investor can be a key first step to launching a first fund. In a typical seed investment deal, the seed investor commits to make a founding investment in a new...more
The legislation allows decentralized autonomous organizations to gain legal entity status and operate within the bounds of applicable law. ...more
1. "Smash & grab" claim + true value claim = one adjudication dispute, or two? A subcontractor resisting enforcement of an adjudication award claimed that the adjudicator had exceeded their jurisdiction....more
Would you be surprised to learn that most shareholders of closely held corporations, and especially those with minority or merely passive interests, believe they cannot be held responsible for the tax obligations of their...more
Eleven years ago, I foretold potential issues arising from California's repeal of the Beverly-Killea Limited Liability Company Act in favor the California Revised Uniform Limited Liability Company Act. Since that gloomy...more
Limited Liability Companies (“LLC”) are a familiar structuring tool for US managers and investors, and the introduction of the Jersey LLC is part of a strategy by the jurisdiction to increase its appeal to the US market. ...more
I recently heard my wife say “not my monkey, not my circus” and it struck me how important a concept it is in all aspects of life. It’s a colloquial phrase that conveys the idea that one is not responsible for the problems...more
David F. Johnson co-presented with Zachary S. Davis from Stoel Rives LLP, in Portland, Oregon, on “Limitation of Liability Clauses in Business Contracts: Limiting Potential Damages and Avoiding Pitfalls” on January 31, 2023,...more
For many years, it has been standard industry practice in the Cayman Islands, as in similar jurisdictions, for company directors, corporate service providers, and professional service providers, to apportion risk between...more
The widely publicized U.S. Supreme Court case addressing Harvard University’s (Harvard) admissions practices not only concerns a significant constitutional issue but also serves as a cautionary tale for businesses and...more
On June 29, 2022, the U.S. District Court for the District of Oregon dismissed a bakery’s breach-of-fiduciary duty and other lender-based claims against a strategic investor and lender. In connection with an attempted...more
Indiana is the most recent state to build out a regulatory structure in anticipation of significant carbon capture, utilization and sequestration (CCUS) project deployment. Last week, Governor Eric Holcomb signed into...more
It is common that accountants seek to limit their liability to a client in the event of malpractice. Typically, in the retention agreement, the liability is limited to the amount of fees paid by the client to the accounting...more
The U.S. Department of Labor (“DOL”) on August 18, 2020, issued an interim final regulation (the “Regulation”) requiring the inclusion of lifetime income illustrations in the benefit statements provided to participants in...more
As states allow businesses to reopen and employers begin returning to the workplace, questions arise regarding the potential liability of employers if employees and consultants contract COVID-19 in the workplace—which might...more
On July 27, 2020, Senate Republicans unveiled the "Safeguarding America's Frontline Employees To Offer Work Opportunities Required to Kickstart the Economy Act," or the "SAFE TO WORK Act" (the Act).1 The proposed legislation...more
Yesterday, Sen. John Cornyn, R-Texas, joined by Senate Majority Leader Mitch McConnell, R.-Ky., introduced the SAFE TO WORK Act, which would provide substantial and comprehensive liability protection from coronavirus-related...more