Cynthia Larose 11/9/22 Cynthia Larose 11/9/22

“Ding Dong” -- FTC-Drizly Data Breach Settlement Will follow CEO Personally for a Decade

The Federal Trade Commission (“FTC”) announced on Monday that it is settling a case against Drizly and its CEO stemming from a 2020 data breach that impacted roughly 2.5 million consumers. The proposed order not only contains a laundry list of security-related obligations for Drizly that span twenty years, but also names and targets its CEO James Cory Rellas personally, hitting him with obligations that will follow him for a decade, even if he moves to other organizations. There are also hints that the FTC intends to elevate information security issues to boards of directors and other top-level executives.

Guest User 10/13/22 Guest User 10/13/22

FINCEN Publishes Final Rule on Beneficial Ownership Requirements - A Critical Step Towards Heightened Transparency in U.S. Financial System

FinCEN began the slow, arduous process towards a final set of regulations in April of 2021. Now, nearly eighteen months later FinCEN has published the first of three expected final rules. The first rule, published on September 30, 2022, deals with beneficial ownership reporting requirements and provides clarity regarding which entities must report BOI and what constitutes beneficial ownership (the “Final Rule”). While the full version of the Final Rule can be found on FederalRegister.gov, we further discuss these points and some additional components below.

Guest Contributor 9/7/22 Guest Contributor 9/7/22

California Assembly Passes Sweeping Age-Appropriate Privacy Legislation

California is leading the way on privacy regulation --- again. The California State Assembly has passed AB 2273, which, if approved by the California Governor, would require businesses that provide online services, products, or features likely to be accessed by children or teens under the age of 18 to increase their privacy and safety protections.

Guest User 8/15/22 Guest User 8/15/22

Amendment to Delaware Law Permits Exculpation of Officers in Corporate Charters

Delaware has long permitted corporations to limit or eliminate monetary liability of directors from breach of fiduciary duty of care lawsuits. However, the same protections have not been afforded to a corporation’s officers. Effective August 1, 2022, the Delaware General Corporation Law has been amended to address this discrepancy.

Kati Pajak 7/25/22 Kati Pajak 7/25/22

Is a Public Benefit Corporation Right for Your Mission-Driven Business?

This article is geared towards founders who have an idea for a mission-driven business and want to know what to do next.

Jeremy Glaser 7/20/22 Jeremy Glaser 7/20/22

INSIGHT: Important Matters to Consider When Facing a Possible Down Round Financing

The financial press has been reporting that investors are concerned that the United States economy may be heading toward a recession. In light of this and other factors creating uncertainty in the financial markets, investors are questioning the valuations that companies achieved during the heady times of 2020 and 2021, and are indicating that if a company needs to raise funds, they may need to consider a “down round” financing. A down round financing is when a company’s valuation is lower and its shares are sold at a lower price per share than the company’s most recent financing round.

Guest Contributor 5/9/22 Guest Contributor 5/9/22

Determining Entity Status Before the United States and Patent Trademark Office: Large, Small, or Micro?

When filing any patent application with the United States and Patent Trademark Office (USPTO), patent applicants must designate their entity status. Selecting the correct entity status can significantly reduce costs, so it is important to determine the correct entity status and update the status as needed throughout a patent’s and patent application’s life. Below is a discussion on how a patent applicant or patentee can determine their entity status and change their entity status after an initial designation, if appropriate.

Alex Civetta 4/27/22 Alex Civetta 4/27/22

Six Common Contract Traps: A Field Guide

By Alexander Civetta

Here, I present a basic field guide to help you spot and navigate six of the most common and most impactful traps you may encounter out there in the wild, in no particular order.

Robyn Stewart 11/29/21 Robyn Stewart 11/29/21

Delaware Supreme Court Upholds Advance Waiver of Statutory Appraisal Rights

Delaware Supreme Court Decision Affirms Key Component of “Drag Along” Critical for M&A Exits for Venture-Backed Companies

Robyn Stewart 11/22/21 Robyn Stewart 11/22/21

NEW RULE 148 TO EXEMPT “DEMO DAYS” FROM GENERAL SOLICITATION

Effective as of March 15, 2021, the SEC adopted the new Rule 148 which permits entrepreneurs to speak more openly about opportunities for investment in their new enterprises at “Demo Days.” Outlined here are the essential elements of the new Rule 148.

Guest Contributor 11/10/21 Guest Contributor 11/10/21

Crowdfunding Considerations for Early Stage Companies

The SEC expanded its capital raising rules for Regulation Crowdfunding. Since, there has been significantly more interest from start-ups to make use of the expanded investment opportunities. This article highlights key considerations for start-ups raising capital by crowdfunding.

Guest Contributor 10/19/21 Guest Contributor 10/19/21

Corporate Boards' Role In Workplace Vaccine Mandates

Given the importance of the employee stakeholder to the corporate mission, and the board's obligation to manage corporate risks associated with employee health and welfare, corporate boards may have a role in workplace vaccination mandates.

Guest Contributor 10/13/21 Guest Contributor 10/13/21

California Legislature Passes New Key Privacy Laws, Expected to Be Signed Next Week

California lawmakers wrapped up this year’s legislative session, passing roughly 900 bills this year. Among those were only a few privacy initiatives, which we outline in this article.

Guest Contributor 9/29/21 Guest Contributor 9/29/21

Waivers of Obligations and Deadlines under the Investors’ Rights Agreement

Founders should understand and appreciate each of the new requirements to which they are subject by virtue of their company’s IRA. This article reviews two provisions of the IRA where a company’s management team might find itself stymied if it fails to appreciate the relevant deadlines and deliverables, many of which may not have applied to the company before it took on new investments.

Guest Contributor 9/21/21 Guest Contributor 9/21/21

FTC Personal Health Records Breach Rule Applies to Health App and Connected Device Developers

On September 15, 2021, the FTC issued a Policy Statement offering guidance on the scope of the FTC’s Health Breach Notification Rule. The Breach Rule applies to a wide range of health apps where identifiable health information is involved.

Guest Contributor 8/17/21 Guest Contributor 8/17/21

What You Need to Know To Be An Effective Board Member For a Private Company

By Bertie Magit

While many materials instruct directors on their fiduciary duties, there are fewer resources available addressing the day-to-day responsibilities delegated to directors. This article helps directors and companies understand the general areas of responsibility of directors.

Guest Contributor 8/10/21 Guest Contributor 8/10/21

Another Court Orders Production of Cybersecurity Firm’s Forensic Report in a Data Breach Case

Another district court just ordered the defendant in a data breach class action to turn over the forensic report it believed was entirely protected from disclosure by the attorney-client privilege and work product doctrine. The court granted the motion to compel Rutter’s to produce its investigative report (the “Kroll Report”), which was created after the defendant was notified of a potential breach.

Cynthia Larose 8/2/21 Cynthia Larose 8/2/21

And Now There are Three…. The Colorado Privacy Act

Colorado has now joined California and Virginia to become the third US state to pass a comprehensive data privacy legislation when Governor Jared Polis signed the Colorado Privacy Act (the “CPA”) into law on July 8, 2021.

Guest Contributor 8/2/21 Guest Contributor 8/2/21

New York City Offers Up to $20 million to Projects Selected from Life Sciences Innovation Infrastructure RFP

The New York City Economic Development Corporation (the “NYCEDC”) is seeking proposals from not-for-profit organizations and not-for-profit/for-profit joint ventures to support New York City’s life sciences community.

Guest Contributor 8/2/21 Guest Contributor 8/2/21

Managing Multiple Bidders in the Sale of a Company

When selling a company through a competitive auction process, a seller may have multiple bidders seeking to purchase the target company. Having multiple bidders compete to purchase the target company can be advantageous to the seller for several reasons.

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