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The purpose of this guide is to save you time, money and aggravation. Mergers, acquisitions, finance and similar transactions are not “business as usual,” they are “extraordinary transactions.” Obtaining experienced legal representation appropriate to the transaction can make the difference between a smashing success and an abject failure. Herein, you will find a summary of the role of a lawyer, some basic tips on selecting the right lawyer, and a summary description of the services that a lawyer typically performs in representing a client who is a party to an extraordinary transaction.

Lawyers, first and foremost, represent their clients’ interests. In most transactions involving the sale or finance of a company, there are at least two parties who have their own legal representation. Although all lawyers practicing in the United States are licensed by at least one state, there is a broad array of different types of law. In the context of mergers and acquisitions, a party may require representation familiar with the legal aspects of taxes, securities, bankruptcy, corporate formalities and shareholder rights, antitrust, real estate, employee rights and benefits, environmental regulations, intellectual property, commercial contracts and any number of other specific areas. Each lawyer will conduct diligence with respect to the company in question and will then advise their client of any risks attendant to the transaction or to their client’s business following the transaction. Each party’s lawyer will assist their client to negotiate and arrive at the most favorable structure and terms for the transaction and to document those terms. The lawyers also manage the process of obtaining third-party consents and government approvals, making required governmental filings, arranging for third-party services (like escrow agents and title insurance) and organizing and executing the closing of the transactions so that all of the documentation is properly executed and delivered to each party. Depending on the transaction, a party’s lawyer may also provide a legal opinion as to certain aspects of the transaction. …


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The 51% attack is the blockchain equivalent of a terrorist action. Not only is there the direct threat of the attacker illicitly acquiring or double spending tokens, but also the less direct, but likely bigger threat of gravely damaging public confidence in the impugned blockchain protocol. The attacker could likely make more money shorting a cryptocurrency on an exchange in advance of announcing a successful attack than they can make directly through the attack. Such ill-gotten gains would also be harder to trace. …


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“Fake News”; By-product of Freedom of Speech, but Scourge of Democracy.

“Fake News” appears to be an unavoidable plague of the rapid connectivity digital age. Take any issue of wide-spread concern and you will find a variety of opinions:

  • Gun Control
  • Climate Change
  • Economic Policy
  • Legalization of Cannabis

The list goes on and on. At least in the United States, the First Amendment to the Constitution provides all citizens a right to freedom of speech. That right can be curtailed somewhat,[1] but in general, anyone can say anything about anything. Unfortunately, there are those out there who take topical advocacy a bit far. …


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By Josh Lawler on ALTCOIN MAGAZINE

On October 9th, 2019, the IRS released long-awaited guidance on the taxation of cryptocurrency through Rev. Ruling 2019–24 and an associated FAQ, including their guidance on the treatment of airdrops. The IRS takes the controversial position that the airdrop equates for taxation purposes to a dividend. As a corollary, an involuntary (and perhaps unknowing) recipient of an airdropped token would have a taxable event.

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Moreover, the value ascribed to the airdropped token (on which the recipient pays tax) would almost certainly be well in excess of the amount for which the recipient could sell the token. We call this “phantom tax”, a situation in which a taxpayer must pay tax without having corresponding liquid income to fund such payment. …


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Do you consider Walmart a technology company? You should. Think carefully. What is the real difference between Walmart and Amazon? Now try to imagine what things might look like in fifteen years. Now what is the difference?

Okay, the ownership of big box brick and mortar stores is an obvious answer, now and likely far into the future. That said, Walmart is making moves that may even the playing field. Indeed, Walmart has taken some lessons from Blockbuster, Circuit City and Sears; Walmart recognizes that it needs to evolve to survive. …


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How to See a Deadbeat Client Before They Become a Collection Issue

Client/customer payment issues are painful. It’s not just a lack of business. Much worse, you expend resources, time/money/effort/employees. In our law firm, we need to be conscious of employee burn-out. Moreover some lawyers are paid based on collections. Non-payment is a serious moral kill. Regardless of what business you are in, hopefully the following will help you recognize when that great looking customer is really a walking disaster.

How we learned to spot the deadbeat.

Our firm started in 2003 (I came a smidge later). We began with two guys in a kitchen and no clients. The first years were extremely tight. We pulled most of our clients off of the internet (thankfully we knew how to do SEO). Cash flow was a constant struggle and of course, if we did not have funds, the first to go unpaid are the owners. We were the typical entrepreneurs, trying to get enough traction to really take off and make our business fly. …


Latest evidence that you will be assimilated into a Borg; you may choose which Borg.

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Okay, maybe not literally . . . but there is a confluence of macro-trends that will make you think twice.

1. What used to be a phone became mobile. It then absorbed other functions while at the same time packing more power into a smaller frame. Later Bluetooth integration provides wireless communication limited only by range. While wearables are not yet prevalent (watches are close), there are some uses, and there are more than a few prototype contact lens user interfaces. …


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Background

Spencer Dinwiddie wants to tokenize and sell the first year of his 3-year contract with the New Jersey Nets. In exchange for an up-front payment of up to $13.5 million, Dinwiddie would provide “DREAM” tokens, which entitles token holders to the full $16-million of the first year of his contract (which is guaranteed). Not a bad one-year return for an investor. The raise would be a private sale with a minimum investment of $150,000. Investors would also get first dibs on a similar token that Mr. Dinwiddie might offer for years two and/or three of his 3-year deal.

The income sharing concept that Mr. Dinwiddie proposes is not new,[1] but tokenized income sharing agreements (“TISA”) are, and they are exciting. Much like a cryptocurrency, a TISA is easily salable and tradeable, and can flourish in a liquid trading market. A TISA is a security and must be regulated accordingly, however, through the use of self-executing smart contracts, much of the regulatory and disclosure burden may be automated. …


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SEC in the Red Corner, Kik in the Black Corner

It has been exactly two years since Ted Livingston and the Kik team raised $100 million in the Kin token distribution event with over 10,000 participants from 117 countries.[1] However, now the future of the Kin token faces an entirely different reality.

Kik’d Down and Out

After some back and forth, Ted Livingston announced this week via Medium.com that the Kik messaging app will be shutting down. Furthermore, Livingston accused the SEC of manipulating the public by using his quotes against him, and by intending to drag the court case so much as to drain Kik of its resources. …


(Not investment or legal advice)

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In early August 2019, Walmart announced it had published a patent for a methodology for using stable coins and distributed ledger technology to eliminate the need for credit cards, to bank the unbanked, and to provide an entryway into the global economy for the retailer’s two million employees.

Walmart’s recent patent filings are grounded in the company’s main business objectives, among them, improved marketing efficiency, enhanced payment processing, and increased customer retention (all while decreasing transaction fees). It is what Walmart has been doing for the last 30 years or so.

In doing so, Walmart further pushes distributed ledger technology to mass adoption, but without user effort or inconvenience. This is not the land of Lambos and moon shots; it is much, much bigger . . …

About

Josh Lawler

Josh Lawler is a partner at Zuber Lawler whose practice focuses on mergers & acquisitions, securities law and technology transactions.

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