Is this you? As a journalist, you can create a free Muck Rack account to customize your profile, list your contact preferences, and upload a portfolio of your best work.
Claim your profile
Articles by Micah Miller
Corporate Migrations | They’re Choosin’ Texas and We Can Tell
For generations, Delaware served as the default home for corporate charters, thanks in part to its specialized Court of Chancery and a deep body of case law, leading to more predictable judicial outcomes. At the turn of the 20th century, Delaware took over New Jersey’s role as the leading state for incorporations after Woodrow Wilson passed antitrust laws designed to thwart monopolies.[i] Previously, Delaware had modeled its corporate statutes after New Jersey’s regime.
Is it Really Over? Contract Provisions that Survive Termination and Why. | JD Supra
Just like many relationships, not all parts of a contract become things of the past when they expire or terminate. One way to ensure that a contractual right or duty applies post-termination is to specify that will it “outlast” the contract. Typically, drafters do this through “survival” or “savings” clauses. I wrote about that topic several months ago in a blog found here.
Can Texas Plaintiffs Serve Process on the Home-State Registered Agents of Out-of-State Defendants? | JD Supra
An analysis of Lawton Candle v. BG Personnel LP and Texas Rule of Civil Procedure 108. In a recent case, Lawton Candle v. BG Personnel LP, the Dallas Court of Appeals overturned a default judgment against an Oklahoma LLC because the Plaintiff relied on service of process having been made upon the defendant’s Oklahoma registered agent. 690 S.W.3d 122, 124 (Tex. App.-Dallas 2024, no pet.).
The Corporate Transparency Act (CTA) | Reporting Requirements, Potential Penalties, and Impending (but Suspended) Deadlines. | JD Supra
Most U.S.-based business entities are now required by a federal statute to report their “beneficial ownership information” (BOI) to an agency known as “FinCEN,” the Financial Crimes Enforcement Network.[i] BOI reporting is required by the 2021 Corporate Transparency Act (the “CTA”) and applies to all companies that qualify as “reporting companies” under CTA,[ii] including foreign entities registered to do business in any location in the United States.[iii] However, the U.S. District Court in...
Survival Clauses & Contract Termination | JD Supra
Contracts cannot last forever. To ensure that the rights and obligations created by contracts are drawn to a proper conclusion, parties often give contracts a definite expiration date or make them subject to unilateral termination. Survival of Contractual Commitments after Termination If any one thing concerning termination seems obvious, it is that it has the effect of ending rights and obligations. That said, contract termination can be legally complex.
Agreeing to Make Arbitral Decisions Subject to Appeal | JD Supra
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 declare that arbitral decisions cannot be appealed. That said, some parties may not be willing to agree to arbitrate unless a decision is subject to appellate review.
Startup Funding: Using Convertible Notes and SAFEs to Bridge the Valuation Gap Between Early Investors and Founders | JD Supra
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 additional funding from outside investors to finance their activities and growth. But without a minimum viable product or track record, the value of a company is extraordinarily speculative.
Are Your Marketing Emails Legally Compliant? | JD Supra
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 comply with these laws. In the United States, both federal and state law can apply to any given human activity, but for the most part, email marketing is regulated in the U.S. by an exclusive federal regulatory framework.
A Few Key Concepts In Arbitration Agreements & Disputes | JD Supra
June 6, 2024 To embed, copy and paste the code into your website or blog: “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 information. Notwithstanding, it is perhaps the single most repeated phrase found across legal opinions and scholarly articles concerning arbitration.
An Update And Summary - Securities - United States
If you follow financial and crypto news, there are good chances you're aware of the ongoing dispute between the SEC and Coinbase. The years-long saga is not just a complex legal battle. In taking its fight into the related fields of public relations, lobbying, and politics, Coinbase seeks to eschew the tethers of securities regulation by playing multi-dimensional chess.
A Wave Of New Data Privacy Laws: Should You Update Your Privacy Policies And Practices?
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 that do business online or use wireless devices to harvest personal information. There is no uniform or single body of law in the United States governing data privacy protection in the context of information collected from customers.
A Wave of New Data Privacy Laws: Should You Update your Privacy Policies and Practices? | JD Supra
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 that do business online or use wireless devices to harvest personal information.
Contracts and the Importance of Background Law | JD Supra
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 enforceability of voluntary contractual commitments, to enter contracts without legal advice.
Contracts And The Importance Of Background Law - - United States
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 enforceability of voluntary contractual commitments, to enter contracts without legal advice.
Mid-Szn
Oops! It looks like AdBlock or a similar tool has prevented this page from loading. Please disable the plugin for all Hudl.com pages and refresh your browser. 11 views | 1:13 | Sep 20, 2023
Employee Exits: Texas Non-Compete Agreements In Post-Employment Disputes
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 covenants and its impact on potential disputes when covered employees exit and work in competitive roles. Employers and employees alike have legitimate interests in these circumstances.
Employee Exits: Texas Non-Compete Agreements in Post-Employment Disputes | JD Supra
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 covenants and its impact on potential disputes when covered employees exit and work in competitive roles. Employers and employees alike have legitimate interests in these circumstances.
Employee Exits: Preparations To Compete Despite Fiduciary Duties
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 knowledge and skill learned during the employment. This article addresses the legal framework that applies when at-will employees who are not subject to contractual restrictions exit an employment relationship and compete with their former employer.
Employee Exits: Preparations to Compete Despite Fiduciary Duties | JD Supra
July 12, 2023 To embed, copy and paste the code into your website or blog: 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 knowledge and skill learned during the employment.
Accredited Investor Status in Federal Securities Law | JD Supra
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 investors accustomed to purchasing only assets sold in offerings that are registered with the SEC. What is an Accredited Investor?
Raising Capital & Securities Law Basics | JD Supra
Introduction 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 substantial state and federal regulation.
Changes to Corporate Capital in Equity Financing Transactions, Part II. | JD Supra
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 changes to corporate capital in equity financings.
Changes to Corporate Capital in Equity Financing Transactions | JD Supra
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 true when companies anticipate needing additional capital prior to their prospective profitability. But investors do not always trust management to act fairly and wisely when they sell additional stock or restructure shareholder rights.
A Crypto Quagmire: Civil and Criminal Charges Filed against a Coinbase Manager for Insider Trading of Securities | JD Supra
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. On the same day, the DOJ announced the unsealing of a federal indictment against the same defendants in the Southern District of New York.[i] The following discusses the allegations and draws conclusions regarding the implications for the crypto industry.
Texas Series LLCs & Recent Changes to The Texas Business Organizations Code | JD Supra
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 law governing Series LLCs more consistent with Delaware’s statute, the leading state series LLC statute.
Texas Series LLCs & Recent Changes To The Texas Business Organizations Code
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 law governing Series LLCs more consistent with Delaware's statute, the leading state series LLC statute.
A Quick Summary Of Crypto Currency Legislation Pending In The 50 States
Introduction With the crypto industry's dramatic loss of market capitalization in recent weeks, some of the shimmer and gravitational attraction has shaken off digital assets. Consequently, some of the impetus behind legislative efforts related to digital assets and technology may have been lost this year.
Conservation Deeds And Consistency With Treasury Regulations
Morgan Run Partners, LLC, Overflow Marketing, LLC, Tax Matters Partner v. Comm'r, T.C. Memo. 2022-61 | June 14, 2022 | Lauber, J. | Docket No. 8669-20 Short Summary: Morgan Run Partners, LLC ("Morgan" or "Petitioner") petitioned the Tax Court for readjustment of partnership items after the IRS disallowed a deduction and assessed penalties.
Five Takeaways from the Enforcement Action against BlockFi Lending, LLC | JD Supra
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 in the sale of certain products, deemed securities in the Order, until its business operations are brought into compliance. Additionally, BlockFi agreed to pay massive penalties. The SEC’s press release about the Order is available here: BlockFi Press Release.
Five Takeaways From The Enforcement Action Against BlockFi Lending, LLC
Five Takeaways from the Enforcement Action against BlockFi Lending, LLC 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 in the sale of certain products, deemed securities in the Order, until its business operations are brought into compliance. Additionally, BlockFi agreed to pay massive penalties.
Crypto Exchanges & the SEC’s Proposed Redefinition of an “Exchange” | JD Supra Original
Crypto Exchanges & the SEC’s Proposed Redefinition of an “Exchange” 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.1 Any person whose conduct meets the Proposed Rule’s new definition would be required to register as an exchange or apply for an exemption by registering as an Alternative Trading System (ATS).2 According to the Proposed Rule, the redefinition is intended to bring...
Crypto Exchanges & The SEC's Proposed Redefinition Of An
Crypto Exchanges & the SEC's Proposed Redefinition of an "Exchange" 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 definition would be required to register as an exchange or apply for an exemption by registering as an Alternative Trading System (ATS).
Letter: District 186 elementary school consolidation can not be taken lightly
Thank you to the voters of Sangamon County who supported the 1% sales tax referendum in 2018. Your support has provided District 186 with the resources required to invest in our older schools and consequently in the students and families throughout our district. One-third of our schools are currently undergoing renovations and Lanphier High School is finally receiving overdue investments that will restore pride to the northend.
KHEYZINE " CRIME PARTNERS " CHAPTER III, by KHEYZINE
Streaming + Download Includes unlimited streaming via the free Bandcamp app, plus high-quality download in MP3, FLAC and more. Purchasable with gift card €5
Patent Litigation in a Pandemic: Courts Forge Ahead And Patentees Continue to Institute New Cases Despite Coronavirus | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
Patent Litigation in a Pandemic: Courts Forge Ahead And Patentees Continue to Institute New Cases Despite Coronavirus | Lexology
As we enter a new month and everyone attempts to plan for whatever the next phase of COVID-19 will bring, one thing appears certain—litigants and advocates may need to adapt to a new means of presenting their cases, but patent litigation here in the United States largely has been business as usual.
Naming Exclusive Licensee as Defendant, Exclusively, Leads to Dismissal of Declaratory Judgment Action
Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra: Already signed up? Log in here By using the service, you signify your acceptance of JD Supra provides users with access to its legal industry publishing services (the "Service") through its website (the "Website") as well as through other sources.
Court Lacks Subject Matter Jurisdiction over Unasserted Claims
Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra: Already signed up? Log in here By using the service, you signify your acceptance of JD Supra provides users with access to its legal industry publishing services (the "Service") through its website (the "Website") as well as through other sources.
Show More
loading
Actions
Is this you?
As a journalist, you can create a free Muck Rack account to customize your profile, list your contact preferences, and upload a portfolio of your best work.Get in touch with Micah
Contact Micah, search articles and posts on X, monitor coverage, and track replies from one place.
Learn more about Muck Rack