Three Practical Steps: Response to the NLRB Decision on Confidentiality Restrictions
The National Labor Relations Board (NLRB) is a federal agency with the power to safeguard union organizing rights and to remedy unfair labor practices. Its reach goes beyond just those employers with unionized workforces and impacts most private-sector employers. Recently, the NLRB issued a decision finding that overly broad confidentiality and non-disparagement clauses in severance […]
The Basics of Granting Equity-Based Compensation Awards
Companies are increasingly moving toward performance-based compensation arrangements for their executives.¹ These pay-for-performance arrangements typically apply to equity-based compensation. More broadly, equity-based awards can be a significant component of a company’s compensation program. An equity incentive plan can serve as a powerful tool to attract and retain talent. Whether a startup or a public company, […]
NBA Top Shots Ruling: Certain NFT Transactions Constitute “Investment Contracts” and Therefore Are “Securities”
NBA Top Shots, one of the most popular applications on the Flow Blockchain, a private blockchain created by Dapper Labs, allows consumers to purchase non-fungible tokens (NFTs) known as “Moments.” Moments are digital video clips of basketball highlights from NBA games. Consumers can acquire Moments on the NBA Top Shots application in two ways: they […]
New York State’s Pre-Seed and Seed Matching Fund Program
In an effort to bolster the development of new businesses in high-growth industries, New York State launched the Pre-Seed and Seed Matching Fund Program (the Program), which offers early-startup companies assistance in obtaining investment funding. The Program is funded through the State Small Business Credit Initiative (SSBCI) with the goal to “support high growth start-up […]
Privacy From Birth: Incorporating Privacy Concerns Into Your Product Development Cycle
In 1736, Ben Franklin warned the fire-threatened city of Philadelphia that “an ounce of prevention is worth a pound of cure.” When it comes to data privacy and security, emerging companies and start-ups may struggle to follow this advice during the cost-sensitive early years. Many state privacy laws only become fully effective upon reaching certain […]
M&A Brokers Now Statutorily Exempt From SEC Registration
The Consolidated Appropriations Act, 2023 (the Act), signed into law by President Biden on Dec. 29, 2022, included a long-awaited federal exemption from registration with the Securities and Exchange Commission (SEC) for brokers engaged in merger and acquisition (M&A) transactions among certain privately held companies (the Exemption). There has long been an issue, particularly with […]
Confidentiality Is Key In Stockholder Information Rights
By Josh Galante, Jeremy Miller, Lori Smith One of the most important yet overlooked aspects of any commercial or corporate transaction involves confidentiality obligations. Often, parties gloss over the scope of the covenants, treat them as boilerplate using precedent without thinking through the details, such as what information needs to be protected in the particular […]
TJCA Restriction on Interest Payment Deductions: More Relevant Than Ever
A recent WSJ article highlighted that, given the tightened equity financing market for early and growth-stage companies and the corresponding decrease in valuations, more such companies might be turning to venture debt to bridge the gap in their financial needs. This shift appears to be driven, at least in part, by a desire to avoid […]
AI-Generated Art Has Arrived, With Litigations Close Behind
It’s not news that owners of copyrights in music and images have been using AI tools to troll the web looking for infringements for a while. Once an infringement was located, more often than not, money was paid, and a quick settlement was reached. But now, suddenly, there is an entirely new set of issues […]
2023 State Data Privacy Law: A Quick Reference Guide
Despite recent efforts on Capitol Hill over the summer, Congress has yet to bring a workable model for a national data privacy framework to a vote. Individual states continue to fill the void by responding to growing consumer expectations for greater privacy and control over their personal information. In 2023, four additional states (Colorado, Connecticut, Utah […]