“Under both New York and Delaware law, members of an LLC may petition for judicial dissolution on the grounds that the management is so hopelessly deadlocked that the LLC can no longer function in accordance with its purpose as defined in its governing documents,” writes Peter J. Sluka in Farrell Fritz’ New York Business Divorce.

“In those cases, courts will consider whether the LLC operating agreement contains some other mechanism to break the deadlock. If the operating agreement itself provides a fair opportunity for the dissenting member who disfavors the inertial status quo to exit and receive the fair market value of her interest, it is at least arguable that the LLC can still proceed to function, because there exists an equitable way to break the impasse.”

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“At its core, this is an employer-inventor dispute in the area of gene sequencing technology. Saxonov & Hindson co-founded company QuantLife that was bought out by Bio-Rad. The pair then became Bio-Rad employees. At both companies they signed agreements to transfer invention rights to Bio-Rad. In April 2012 the pair left Bio-Rad; in July 2012 formed 10X; and began filing new patent applications in August 2012. These applications eventually issued as patents and include the patents-in-suit: US Patent Nos. 9,689,024, 9,695,468, and 9,856,530,” posts Dennis Crouch in Patentlyo.

“Bio-Rad and 10X are competitors and 10X sued for patent infringement. In defense, Bio-Rad argued that it owns the patents. The USITC rejected that argument and the Federal Circuit has now affirmed.”

“The agreements are clear that they are limited to the term of employment: Each promised to assign anything conceived, developed, or reduced-to-practice ‘during the period of my employment.'”

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“People choose Collaborative Divorce over traditional litigation when they want the divorce to be more amicable. The hallmark of a Collaborative Divorce is honesty,” writes Ron Anfuso in Collaborative Divorce California’s blog.

“Both spouses are expected to provide full disclosure about all assets, both those known to be community property and those that they claim are separate property. In rare cases during the collaborative process, one party discovers the other is hiding assets. The consequences to the dishonest person may be great.”

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“Anyone monitoring construction industry trends is aware that the prices of raw construction materials, particularly steel and lumber, have been rapidly increasing since early 2020. Earlier this year, Associated Builders and Contractors reported that iron and steel prices were up 15.6 percent from January of 2020 to January of 2021, and that softwood lumber prices had increased by as much as 73 percent during the same period,” writes Niel Franzese in Robinson & Cole’s Construction Law Zone.

“The reasons for these price increases are varied (ranging from supply chain and shipping disruptions to the increased demand for new home construction), and many have their roots in changes introduced to the global economy by the COVID-19 pandemic. Regardless of the explanations for the price increases, the reality is that builders and owners are more frequently facing busted budgets and difficult conversations, sometimes resulting in litigation, about which party is responsible for absorbing the increased costs. As is often the case, the answer to resolving these disputes likely lies in the particular provisions of the contract for construction.”

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Here are some key issues to consider and address when negotiating an application purchase agreement, write Anastasia Dergacheva and Anastasia Kiseleva in Morgan Lewis’ Tech & Sourcing.

“Once the terms of intellectual property and infrastructure transfer have been agreed, the buyer should investigate the human resources required to maintain and support the application. Typically, a number of key personnel would transfer to the buyer to continue performing the same functions. Sometimes sellers insist that the buyer offers employment to all members of the team involved in development and operations of the application, irrespective of the value of their contribution, in order to avoid the need to deal with employment termination issues, such as redundancy obligations.”

“The seller is usually reluctant to assume an obligation to ensure the transfer of an entire team to the buyer. Sometimes this can be addressed through the offer of hiring bonuses that the buyer pays to the team at the expense of the seller.”

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“It has been months since you have been paid and the general contractor or the owner continues to demand that you perform extra work, perform in changed conditions or work on a compressed timeline with no promise of payment in sight. At this point you have a decision to make. Do you continue to perform work and submit claims for the extra work and changed conditions? Or do you suspend work or terminate the contract?” ask Tim Fandrey and Trenton Patterson in Texas Construction Law Blog’s Construction Contracts.

“Suspending or terminating performance might have emotional appeal and appear to be an attractive options at first blush. After all, stopping performance stops the spending on costs to perform the work. While the decision to stop work can be easy in a clear cut case where a contractor has not been paid amounts undisputedly due, unfortunately such clear cut cases rarely present themselves. In a more complicated situation, a contractor’s incorrect decision to suspend or terminate performance can be much more costly than continuing performance.”

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“Should you add or suggest a modification to a contract or lease when it is not to your client’s best interest? No? Never? The answer is Yes and here’s why,” writes Henry Pharr in Offit Kurman’s blog.

“In the process of negotiating a business transaction, many attorneys are left to ponder why their opposing counsel or his or her client did not suggest (or even demand) a contract term that is clearly to that side’s advantage or even failed to discuss an important concept that affects all parties to the agreement. As an advocate for the client, one might stay silent in order to preserve the benefit of the absence of such matters. Certainly, it is a ‘win’ for your client? And it won’t hurt your relationship with them to happily announce that the opposing party and his lawyer ‘left one out that will hurt them and help us!'”

“However, as an adviser to your client, and for their long-term benefit, there are many instances where leaving out a key substantive or procedural term will end up causing more problems than raising the subject and negotiating terms that both sides can agree to.”

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“The winter storm that brought snow, freezing temperatures, power outages, frozen water lines and bursting pipes to Texas, shutting down most construction projects in the process, forced many contractors and owners to take a look that their contracts to determine who is responsible for the ensuing delays and the costs to repair any damage,” writes Tim Fandrey in Texas Construction Law Blog.

“While each contract varies, delays generally arising from unforeseen adverse weather conditions are typically considered either a force majeure event or an otherwise excusable delay. Excusable delays, including force majeure events, are different from compensable delays. Excusable delays are no one’s fault and are beyond the impacted party’s control. Accordingly, while the impacted party is generally entitled to additional time to perform the work, they are not entitled to additional compensation. Compensable delays are delays beyond the control of the impacted party that are the cause or fault of the other party. Compensable delays entitle the impacted party to additional time and additional compensation. Force majeure events are typically extreme or severe events, or acts of God, such as hurricanes, earthquakes and tornadoes and are often treated as compensable delays.”

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“In January 2021, Congress passed the Corporate Transparency Act of 2019 (the “CTA”) as part of the 2021 Defense Bill. Initially introduced in 2019, the CTA requires private companies to disclose their ‘beneficial owners’ to the Department of the Treasury’s Financial Crimes Enforcement Network (‘FinCEN’),” writes Wright Lewis in Dunlap Bennett & Ludwig’s In the News.

Nearly two million corporations and LLCs are formed nationwide each year, and most states, including Maryland and Virginia, do not require information about the beneficial owners (of these entities when they are formed. The District of Columbia does require information about beneficial owners. States that do not require reporting of beneficial owner information allow the beneficial owners of these companies to conceal their identities. This feature is often used to protect the owners’ privacy or for strategic reasons. Probably the most famous case of using anonymous corporations is Walt Disney, who used them to acquire vast swaths of land in Central Florida that was ultimately used to construct Walt Disney World. However, Congress and the law enforcement community were concerned that anonymous ownership of corporations and LLCs aided criminals in the commission of crimes like terrorism, money laundering, piracy, tax evasion, and securities fraud. The lack of beneficial ownership information makes it more difficult for law enforcement to investigate and prosecute these crimes. The CTA was passed in order to address this information gap and provide transparency in corporate ownership to law enforcement.

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“Since 2021 will be a significant year for the unfair contract term (UCT) laws, we’ve been bringing you a series of articles on the UCT laws. This is instalment number four. It addresses indemnities and limitations of liability clauses: two contractual devices that are commonly used to allocate risk,” writes Peter Sise in Clayton Utz’ Knowledge.

“Before going any further, it is worth recapping some of the main points from our first instalment on the general rules of the UCT laws. First and foremost, the UCT laws do not apply to all contracts. The primary limit on the UCT laws’ scope is that they only apply to standard form contracts which are either a ‘consumer contract’ or a ‘small business contract’.”

“Second, a term will only be unfair if:
(i) it would cause a significant imbalance in the parties’ rights and obligations arising under the contract;
(ii) it is not reasonably necessary to protect the legitimate interests of the party who would be advantaged by the term; and
(iii) it would cause detriment (whether financial or otherwise) to a party if it were to be applied or relied on.

“All three elements must be fulfilled for a term to be unfair.”

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“The time for doctors and other healthcare providers to review their employment relationship and their duties to their patients isn’t when the doctor is about to leave a medical practice. The time to conduct these reviews is before the doctor joins a new medical practice. Physicians generally enter into written employment contracts with a medical practice, unless the physician is just a sole practitioner,” writes Cohen Healthcare Law Group in their blog.

“Doctors who are joining a medical practice are focused on making the new employment relationship work. New doctors often fail to anticipate that the relationship may not work. The doctor may be fired from the practice. The doctor may want to go out on his/her own. The doctor may want to join a new practice.”

“Doctors need to understand that in many cases, the best time to discuss what happens when the employer/employee relationship ends or a partnership relationship ends is right when the relationship begins. An experienced healthcare lawyer can explain the main factors in end-of-employment contracts that need to be reviewed upfront.”

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“The past year has brought with it many changes, and the tumultuous realm of intellectual property law is no exception. From a pair of holdings that made copyright claims more difficult when the government is involved on either side to an anticipated reexamination of an old doctrine of patent law, the pandemic has not prevented the Supreme Court from further refining the field of intellectual property law,” discusses Erick J. Poorbaugh in Dunlap Bennett & Ludwig’s blog.

“In a holding that hits particularly close to home for those of us in the legal profession, a five-justice majority ruled that annotations to statutory compilations are not copyrightable if they are drafted under a government entity. Georgia v. Public.Resource.Org, Inc., 140 S. Ct. 1498 (2020). The Court held that even though these annotations were drafted by a private company (Lexis) and were not legally binding, the fact that they were commissioned and owned by the government brought them within the ambit of the ‘government edicts doctrine,” which provides that official interpretations of the law are not copyrightable. In addition to its legal analysis, the Court also considered the practical effects of its decision. The Court found that charging money for government-commissioned annotations effectively creates two versions of the law—an ‘economy-class’ unannotated version that omits key information such as which statutes have been invalidated and a ‘first-class’ annotated version that contains this information. The Court concluded that this disparity puts the poor at a disadvantage in learning what the law actually requires. This holding drew two dissents that not only challenged the majority’s application of the law but also its practical analysis. Justice Thomas argued that the new rule will deter companies from producing government-commissioned annotations, leaving only the more expensive fully-private annotations and thus increasing the disadvantage suffered by the poor. Having an experienced attorney on your side to address any questions about intellectual property can be beneficial.”

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“On March 18, 2021, the National Labor Relations Board (NLRB) reconsidered the lawfulness of terms in employment arbitration agreements that require employees to sign as a pre-dispute condition of employment. Ultimately the NLRB decision … represents a surgical excision of Epic Systems v. Lewis that will have a lasting effect on employment agreements for years to come,” write Stuart R. Goldberg, Chris Barrett and Elizabeth Liner in Baker Donelson’s Publications.

“The NLRB held that confidentiality requirements for arbitration hearings, discovery, and awards are enforceable. However, as to arbitration settlements, the Board ruled agreements cannot silence workers regarding the details of the settlements through pre-dispute confidentiality provisions. According to the NLRB, the Federal Arbitration Act has no jurisdiction over employment-related arbitration settlements such that confidentiality provisions intended to gag employees as to the result of settlement negotiations would interfere with workers’ rights to discuss employment-related concerns. The same could, in turn, per the NLRB, chill employees’ ability to access the NLRB.”

“Notably, the Board stated that confidentiality of settlements could be agreed upon when negotiated, but pre-dispute confidentiality provisions, as a condition of employment, cannot be enforceable. The NLRB reiterates that broad agreements providing for the arbitration of all employment-related claims could constitute a violation of the National Labor Relations Act (the Act) if the arbitration agreement, when read in light of Boeing, would interfere with the individual’s rights under the Act, such as filing a charge with the NLRB.”

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“Smart contracts are often mentioned in blockchain-themed patent applications and recited in claims. However, Examiners without a thorough understanding of this concept or unfamiliar with blockchain technology often equate smart contracts with legal or commercial contracts stored on blockchains. As a result, the Examiners may find claims directed to merely applying the blockchain technology to execute legal or commercial contracts, for example, as part of a commerce system, like hedging,” write Yunlai Zha and Weiguo (Will) Chen in The National Law Review.

“Without detailed explanations of ‘smart contract’ set forth in the specification, patent prosecutors may find themselves in anuphill battle against the abstract idea finding. What makes it worse is that several mainstream online sources often explain ‘smart contract’ in a narrow sense or an incorrect way, from where Examiners may have looked up and gathered an impression.”

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“On March 10, 2021, Rep. Suzan DelBene (D-Wash.) introduced the first comprehensive consumer privacy bill of the 117th Congress. The Information Transparency and Personal Data Control Act is designed to ‘establish a uniform set of rights for consumers and create one set of rules for businesses to operate in,’ according to a press release from Rep. DelBene accompanying the bill. While she expressed the need for a ‘a clear domestic policy’ in order to ‘shape standards abroad [or] risk letting others, like the European Union, drive global policy,’ the bill’s text notes that it ‘complements global standards’ and borrows many concepts made familiar by the GDPR,” writes Daniel Friedman in The National Law Review.

“The bill has the support of a number of consumer privacy and technology organizations, including the Main Street Privacy Coalition, the U.S. Chamber Technology Engagement Center (C_TEC), TechNet, BSA | The Software Alliance, and the Progressive Policy Institute. It also contains a number of concessions to business interests, most notably preemption of some state privacy laws, no private right of action, and an expansion (from a previous draft of the bill) of the audit requirement from one year to two. Still, the bill currently has no Republican co-sponsors.”

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“You may have noticed a risk factor in annual reports and SEC registration statements about ‘conflicting laws and regulations.’ Once rare, the warning has become common, thanks to globalized operations and proliferating regulators. For compliance officers, it’s a growing minefield,” writes Richard L. Cassin The FCPA Blog.

“What do ‘conflicting laws and regulations’ warnings look like?”

The blog discusses the risk of encountering conflicting laws and regulations.

Read the blog.

“For a variety of reasons, the solar industry has experienced, and will continue to experience, record growth. According to the Solar Energy Industries Association and Wood Mackenzie, a global energy and chemical research company, the U.S. solar industry grew 43% and installed a record 19.2 gigawatts (GWdc) of capacity in 2020, a pandemic year. Wood Mackenzie further forecasts that the U.S. solar industry will install a cumulative 324 GWdc of new capacity over the next decade,” post Richard Reizen and Patrick Johnson in Gould & Ratner’s Publications.

“Additionally, as we wrote in a previous article, one key driver of the construction industry in 2021 and beyond will be the approval of President Biden’s ‘Build Back Better’ plan. The plan is expected to include sizeable investments for infrastructure, manufacturing and clean energy projects.”

“Due to the anticipated demand for these types of projects in the coming years, particularly in the area of renewable energy, it is important to understand not only the benefits of clean energy but also best practices for solar construction contracts.”

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“In deciding how to best compensate employees in a startup, clients often consider stock options as a viable choice. But even once the decision is made to move forward with stock options, clients are still left to decide whether to grant Incentive Stock Options (ISOs) or Nonstatutory Stock Options (NSOs).”

Morgan Maccherone outlines the similarities and differences between these two forms of equity compensation in Hutchison PLLC’s Blog.

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“Defendant, Castletown Corner Owner’s Association, Inc. (“Association”), had a duty to maintain a lift station. Specifically, the declaration imposed an obligation on the Association to pay “all Maintenance Costs in connection with” improvements constructed at the Association. Maintenance costs are then defined as “all of the costs necessary to maintain the … sewers, utility strips, and other facilities … and to keep such facilities operational and in good condition, including, but not limited to, the cost of all upkeep, maintenance, repair, replacement … for the continuous operation of such facilities.” Plaintiff, owner of one of the commercial units, sued the Association for failing to properly maintain the lift station after an incident where the sanitary lift station malfunctioned and flooded the building with human sewage, which allegedly caused Plaintiff’s tenant to terminate its lease.”

“Did the Association breach the Declaration (contract) by failing to keep the lift station continually operable?” asks Billie Jo Fatheree in Husch Blackwell’s Litigation.

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“Post-employment restrictions, including noncompete agreements, have become an increasingly popular tool for protecting business investments; confidential information; client, customer and employee relationships; and goodwill,” write Stephen W. Aronson, Natale V. Di Natale, Jean E. Tomasco, Abby M. Warren and Kayla N. West in The National Law Review.

“At the same time, legislators increasingly have focused their attention on limiting an employer’s ability to impose such restrictions, as has the new Biden administration.”

“Noncompete agreements are typically governed by state law. Most states try to balance employers’ interests in protecting their business with employees’ interests in earning a living. Recently, the trend has been for states to place restrictions on employers’ ability to impose post-employment restrictions (most recently in the District of Columbia). New legislation prohibits the use of restrictive covenants for low-wage employees and other specific types of employees, as well as restricting use where it may not be reasonable. That said, development of state laws on noncompete agreements varies greatly; while Connecticut’s noncompete laws stem mainly from court decisions, Rhode Island and Massachusetts have passed robust noncompete statutes in recent years …”.

For a summary read the article.