Letters of Intent – Don’t Give Away More than You Bargained For

When I was younger, I believed letters of intent were a waste of time. I would say “just give me a purchase agreement with all of the proposed terms so we know the full scope of the deal.” I’ve since come to realize that a comprehensive letter of intent or “LOI” is a great way… View Article

Employers – Know Your Data Breach Laws

Almost every state in the United States has a data breach notification statute. Minnesota created data breach notification statutes some time ago, which provide, in part:Any person or business that conducts business in [Minnesota], and that owns or licenses data that includes personal information, shall disclose any breach of the security of the system following… View Article

PCI Compliance Update – New PCI Data Security Standard Version 3.1

The new version 3.1 of the PCI Data Security Standard (“PCI DSS”) is now available and provides clarifications and guidance on a number of PCI DSS requirements. For example, Secure Sockets Layer (SSL) and Transport Layer Security (TLS) are no longer considered strong cryptography and cannot be used for new implementations and cannot be used… View Article

Cap Tables and Why They Exist

Essentially a “cap table” is a list of a company’s securities (in the form of stocks, warrants, options, etc.) and the holders of such securities. At the most basic level, a cap table shows who has an ownership interest in, or rights to an ownership interest in, the company. Many cap tables provide further detail… View Article

Forming a Corporation or LLC is Important

In light of the well-known costs of litigation, personal exposure to debts and various liabilities, and myriad statutory, administrative and other laws to comply with, why do so many sole proprietorships and general partnerships still exist? Because of the relatively low cost of forming an LLC or corporation when compared to the potential risks, the… View Article

Consider the Ramifications Before Agreeing to Data Aggregation Terms

The age of “Big Data” is upon us. Big data is essentially a catch-phrase used to describe massive amounts of data (in one or more types or forms, and in varying varieties, complexities and velocities), that is so large as to be difficult to process or use efficiently. The concept of big data is relevant… View Article

Wait – Before Selling Your Business, Do a Risk Assessment

Whether a strategic buyer, a private equity investor or another type of purchaser, most buyers prefer to avoid risk. So much so, that most buyers will pay a premium if the equity or assets they are purchasing don’t come with excessive legal baggage, liability, or other risks.Many business owners have given extremely large amounts of… View Article

Importance of Keeping Good Corporate Records

Buyers, investors, and underwriters. What do these three groups have in common? They all generally engage in pre-transaction diligence before moving forward with a transaction (e.g. purchase, investment, IPO, etc.) to ensure that there are no weird or non-market terms in organizational documents or other issues that may throw a wrench in the deal or… View Article

Residential Real Estate Professionals: Ten Tips to Decrease Your Chances of Getting Sued or Losing a Lawsuit

Many real estate licensees share a common goal – don’t get sued. But licensees who work “by the book” can still get sued. In fact, I’ve known many great real estate professionals who have found themselves in the middle of disputes (some petty, some catastrophic).To drive this point home, imagine two licensees.The first licensee plays… View Article

Ownership of Domains: A Small Issue that May Become a Big Problem

Domain names are often one of the main identifiers of a business, its identity, its intellectual property and its website. A domain name generally corresponds to a certain IP (Internet Protocol) resource or address within the Domain Name System (essentially, the phone/address book for the internet).Ownership of domain names is different than many other types… View Article