Entries by Information Analyst

Arbitration as an Effective Mechanism for Resolving Asset Purchase Agreement Disputes

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Arbitration as an Effective Mechanism for Resolving Asset Purchase Agreement Disputes

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Arbitration for Asset Purchase Agreement Disputes





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Daily Journal

 

Arbitration as an Effective Mechanism for Resolving Asset Purchase Agreement Disputes

 

April 19, 2024

 

By Daniel B. Garrie, Esq.

In the realm of commercial transactions, asset purchase agreements (APAs) are a cornerstone, facilitating the transfer of assets from one entity to another. These agreements, while meticulously crafted, are not immune to disputes. Arbitration has emerged as a pragmatic and efficient method for resolving such disagreements, ensuring a harmonious transition of assets while preserving the business relationship between the parties involved. 

Understanding Asset Purchase Agreements 

An asset purchase agreement is a legal document outlining the terms and conditions pertaining to the purchase and sale of a company’s assets. These assets may include tangible properties like machinery, inventory, and real estate, or intangible assets such as intellectual property, customer lists, and goodwill. APAs are preferred over stock purchase agreements when buyers wish to acquire specific assets and avoid inherent liabilities. 

APAs are structured to include the identification of assets, the purchase price, representations and warranties, covenants, conditions to closing, indemnifications, and dispute resolution mechanisms. The precise nature of these agreements is essential to both parties, as it governs the transfer of assets and helps in mitigating risks associated with the transaction.

Potential Disputes in Asset Purchase Agreements 

Despite the comprehensive nature of APAs, disputes are not uncommon. These disputes can arise from various aspects of the agreement. Often, disagreements occur when the seller is alleged to have misrepresented the condition, value, or attributes of the assets being sold. Disputes over the valuation of assets, especially intangibles, are also common. Other typical disputes include allegations of non-compliance with an agreement’s terms or issues arising from post-closing adjustments, which are adjustments made to the purchase price based on the actual asset valuation. APA disputes often raise highly fact specific issues that are deeply rooted in the standards and norms of the relevant industry. For this reason, it can be difficult for a trier of fact without industry specific knowledge to accurately assess the issues at play in an APA dispute. 

 

To read the full article, go to Daily Journal

Canadian Legal and Legislative Update conference

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Canadian Legal and Legislative Update conference

Events

In Person Event

Canadian Legal and Legislative Update

When: May 15th – 16th, 2024

Format: In-Person

 

Will your pension and benefit strategies weather the tides of the legal and legislative issues impacting your organization?

Stay up to date on the latest legal and regulatory updates impacting your plans by attending the Canadian Legal and Legislative Update. This conference is relevant for trustees, plan sponsors, public employees and service providers. You will not want to miss the conference providing the latest updates on need-to-know information that will help your organization sail smoothly throughout the upcoming year.

Benefits of Attending

  1. Focus on the critical information you need to know now with fresh and relevant topics.
  2. Gain a deeper understanding of the issues affecting the pensions and benefits industry and their impact on your funds.
  3. Take advantage of opportunities to network with your peers.

Who Should Attend

This program is especially designed for labour and management trustees, public service trustees, professional advisors and corporate plan sponsors.

Preconference Option

We invite you to join us for this year’s preconference session Board Succession Planning. Join us before the start of the Canadian Legal and Legislative Update on Tuesday, May 14th from 1-5 p.m. to equip yourself with strategic insights and tools necessary to ensure a smooth transition of leadership within your organization.

 

Speakers:

Daniel Garrie
Law & Forensics





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Don’t Gamble on Vendors: Legal Strategies for Third-Party Cyber Risk Mitigation

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Don’t Gamble on Vendors: Legal Strategies for Third-Party Cyber Risk Mitigation

Webinar

Third-Party Cyber Risk



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About This Webinar

It is hard for businesses these days to avoid utilizing third-party vendors. They are a necessary component of any organization’s operations. Vendors are an efficient method of outsourcing services that would be too expensive or specialized for the business to carry out itself. Third party vendors, however, also bring forward a slew of risks with the data that they store and process for their services. And just because they are third parties does not make them any less susceptible to data breaches. In fact, vendors can pose the weakest link in protecting sensitive data, because they are often less technologically advanced, have fewer incentives to protect client data, and businesses have limited visibly to ensure they meet their safety standards. It is the responsibility of organizations to be proactive in setting the standards for the operations of their third-party vendors in order to preserve their reputation. This seminar will provide key insights for attorneys looking to understand the vulnerabilities associated with third-party vendors and how to assist their clients in staying ahead of the threat.

In this seminar, our expert panelists begin by introducing the cyber security landscape and the risks that many companies face when it comes to combatting data breaches. They underscore the threat third-party vendors can pose on the data they collect and process. Our panelists then go on to outline the various steps organizations can take to better protect their data when it goes into the hands of vendors. They emphasize the importance of managing the vendors and regularly conducting risk assessments. The panelists conclude by reviewing the current legal landscape and discussing a recent case that involved a vendor data breach to better understand how to implement best practices.

Topics covered in this webinar:   

  1. Why Vendors Create a Unique Cybersecurity Threat
  2. Key Policies and Practices That Can Help Reduce Vendor Risk
  3. The Evolving Regulatory Landscape and Case Study

Speakers:

  • Daniel B. Garrie, Esq.
    • Founder, Law & Forensics
    • Neutral, JAMS
    • Faculty, Harvard University
  • Rolan Cloutier
    • Principal, The Business Protection Group
  • Judith Selby
    • Partner, Kennedys

Attending the webinar

If you would like to attend the program, please click this link and add the program to your “Cart.” Please note you may need to click the link twice to reach the webinar’s page.

Artificial Intelligence: Regulatory Status and Impact on the Practice of Law

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Artificial Intelligence: Regulatory Status and Impact on the Practice of Law

Webinar

Artificial Intelligence



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About This Webinar

Overview of the Seminar
“Artificial Intelligence: Regulatory Status and Impact on the Practice of Law” is a pioneering seminar that delves into the intricate relationship between AI and law. As AI continues to impact and revolutionize industries, comprehending its legal implications is paramount. This seminar provides a comprehensive analysis of AI’s current regulatory status and its transformative impact on legal practice.

Why Choose to Take the Seminar
In an era where AI has the potential to reshape the legal landscape, staying ahead of the curve is essential. This seminar offers lawyers the unique opportunity to delve into AI’s regulatory complexities, enabling them to navigate the digital revolution confidently. By understanding AI’s potential and its legal ramifications, you can provide more informed, innovative solutions for your clients.

What You Will Learn from the Seminar
In this seminar, our legal and technical expert panelists begin by explaining how AI works and what generative AI is. They highlight some of the risks of using this technology in the practice of law and discuss a recent case that highlighted ethical concerns. Our speakers then review the current regulatory landscape, from state to federal to international, and conclude with insights on its impact on the legal profession.

Topics covered in this webinar:   

  1. Overview of Artificial Intelligence and How it Works
  2. The State of AI Regulation
  3. Use of AI for the Practice of Law
  4. Impact of AI on the Legal Profession

Who Should Take the Seminar
This seminar is designed for forward-thinking lawyers and technology executives. If you’re keen to stay at the forefront of legal and technological advancements, understand the regulatory landscape of AI, and harness its potential responsibly and effectively, this seminar is for you.

Speakers:

  • Daniel B. Garrie, Esq.
    • Founder, Law & Forensics
    • Neutral, JAMS
    • Adjunct, Harvard University
  • Bradford Newman
    • Chair of North America Trade Secret Practice, Baker McKenzie
  • Kristen Mathews
    • Partner, Morrison Foerster
  • Antonio Tavares Paes
    • Partner, Costa e Tavares Paes Advogados

Attending the webinar

If you would like to attend the program, please click this link and add the program to your “Cart.” Please note you may need to click the link twice to reach the webinar’s page.

Fundamentals of Blockchain and Cryptocurrency for Lawyers

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Fundamentals of Blockchain and Cryptocurrency for Lawyers

Webinar

Blockchain and cryptocurrency



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About This Webinar

Cryptocurrencies have almost always been a volatile asset, and in fact, that has been part of the allure for investors seeking a rapid reversal of fortunes. Yet, the past year has held some dramatic lows for the crypto market. Since late 2022, it has balanced the fall of one of the largest cryptocurrency exchanges, FTX, the ensuing market lows, and aggressive enforcement actions by regulatory bodies. Securities and Exchange Commission (SEC) enforcement actions, in particular, have sharply increased. They surged 183% in the 6 months following the FTX collapse. Among them are notably included lawsuits against Binance and Coincase, two of FTX’s largest competitors. While the future of the cryptocurrency market today is unclear, legal and regulatory actions are demonstrating that the cryptocurrency market is being held accountable and will not be given a free pass. Attorneys advising victims of cryptocurrency Ponzi schemes or businesses offering security tokens will find this webinar a guide to better understanding the technology around it and the state of regulations.

In this CLE webinar, our expert panelists begin with an overview of the blockchain, what makes it unique, and some of its real-world uses. Our speakers then dive into how the blockchain works, highlighting validation methods and permissions. The conversation continues with a discussion of the relationship between blockchain and cryptocurrencies, focusing on the different types of tokens available and their purpose. Our experts then review the existing regulatory framework, which is conducted primarily at the agency and state levels, but has also been supported by Executive Order 14067. The webinar concludes with a discussion of the state of cryptocurrency litigations today.

Topics covered in this webinar:   

  1. What is Blockchain and What are its Uses?
  2. Blockchain Function, Explained
  3. Blockchain, the Foundation of Modern Cryptocurrencies
  4. Overview of Blockchain Regulations Today
  5. The State of Cryptocurrency Litigations

Speakers:

  • Daniel B. Garrie, Esq.
    • Founder, Law & Forensics
    • Neutral, JAMS
    • Adjunct, Harvard University
  • Joshua Ashley Klayman
    • U.S. Head of Fintech
    • Head of Blockchain and Digital Assets, Linklaters
  • Michael C. Ibarra
    • CISO, Crypto Exchange Startup
  • Tiffany Smith
    • Partner, WilmerHale
  • Bradford Newman
    • Chair of North America Trade Secret Practice, Baker McKenzie
 

Attending the webinar

If you would like to attend the program, please click this link and add the program to your “Cart.” Please note you may need to click the link twice to reach the webinar’s page.

Independent Cybersecurity Audits Are Powerful Tools for Boards

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Independent Cybersecurity Audits Are Powerful Tools for Boards

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Independent cybersecurity audits





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Bloomberg Law

 

Independent Cybersecurity Audits Are Powerful Tools for Boards

 

March 11, 2024

 

By Daniel B. Garrie, Esq.

Board members today increasingly face personal liability for their organization’s cyber posture. This has raised the stakes of attestations and created a need to gain insight into cyber programs.

One of the most effective ways to do so is through independent cybersecurity audits. This essential component of responsible organizational governance can demonstrate proactive leadership and reveal possible blind spots. Cybersecurity audits are also necessary for compliance with regulations that hold the board and C-suite accountable for verifying the efficacy of their company’s cybersecurity program.

Recent Regulations

Growing cyber regulatory oversight is demanding dynamic evidence of compliance. The Securities and Exchange Commission’s 2023 rules on cybersecurity risk governance and public company incident disclosure require boards of directors to oversee corporate cybersecurity management and demonstrate active oversight, while facing personal liability for failures. Public reporting companies must also:

  • Disclose all material cybersecurity incidents within four business days
  • Describe process(es) used to identify, assess, and manage material risks from cybersecurity threats, and their effect on business strategy, results of operations, or financial condition
  • Describe the board’s oversight of cybersecurity risks and leadership’s role in assessing and managing material risks from cybersecurity threats

Another recent example is the New York State Department of Financial Services’ amended cybersecurity regulation, which requires covered entities to conduct independent audits of their cybersecurity programs and integrates cybersecurity into business strategy. Changes include:

  • Additional controls and requirements for more regular risk and vulnerability assessments, along with more robust incident response, business continuity, and disaster recovery planning
  • Updated notification requirements, which include reporting ransomware payments
  • Updated direction for companies to invest in at least annual training and cybersecurity awareness

To read the full article, go to Bloomberg Law

Using Special Masters in Social Media Litigation to Streamline Discovery: Navigating the complexities of these cases

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Using Special Masters in Social Media Litigation to Streamline Discovery: Navigating the complexities of these cases

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Special Masters in Social Media Litigation





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ALM

 

Using Special Masters in Social Media Litigation to Streamline Discovery: Navigating the complexities of these cases

 

February 21, 2024

 

By Daniel B. Garrie, Esq.

There has been an explosion of litigation in recent years related to the potentially life-threatening effects of social media usage among adolescents. Hundreds of cases have been filed in state and federal courts, many of which have been consolidated into multidistrict litigations or otherwise consolidated within state court departments. One such example in California state court is, in which the court recently overruled Snap’s demurrer on claims that Snap’s conduct in designing and implementing its social media platform, Snapchat, resulted in the foreseeable deaths of plaintiffs’ children, who overdosed on fentanyl.

Litigations involving social media can be complex and highly technical. Such cases often involve collecting and analyzing large amounts of data from social media websites and apps. This can present challenges for the lawyers and judges involved, as they may not be familiar with social media platforms and managing the unique types of data generated and stored on these platforms. Engaging a discovery special master can help streamline discovery in social media litigations to ensure that the right data is collected as efficiently as possible.

Social media repositories present unique issues for the discovery process. For instance, the repositories that hold a user’s social media data are controlled by a third party (e.g., Meta, X, Snap, etc.). Obtaining a user’s data typically requires the user to download their information using the application at issue. However, this download will only capture a snapshot of the user’s data at the time of the download. This means that any subsequent changes to a user’s social media data that occur after the download would not be captured by this snapshot.

To read the full article, go to ALM

Small Law Firms Must Take Action and Address Cybersecurity and Privacy Regulations

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Small Law Firms Must Take Action and Address Cybersecurity and Privacy Regulations

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Cybersecurity and Privacy Regulations





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ALM

 

Small Law Firms Must Take Action and Address Cybersecurity and Privacy Regulation

 

February 15, 2024

 

By Daniel Garrie, Esq., Peter A. Halprin, Esq., and Elsa Ramo, Esq.

Cybersecurity and privacy regulations have become increasingly important in recent years due to the exponential growth of technology and the internet. The legal industry, including small law firms, is not immune to these challenges. In fact, small law firms must prioritize cybersecurity and privacy regulations to protect their clients’ sensitive information and maintain their professional reputations. This article explores the reasons why small law firms need to care about cybersecurity and privacy regulations and provides recommended first steps.

Six Reasons Why Small Law Firms Should Be Concerned About Cybersecurity and Privacy Regulations

 

    1. Ethical Obligations

As legal professionals, lawyers have an ethical obligation to protect their clients’ confidential information. Rules of professional conduct across various jurisdictions emphasize the importance of maintaining client confidentiality and safeguarding client data. Failing to uphold these ethical obligations can lead to disciplinary action.

From social media posts to a third-party vendor who is managing the website to a company processing a credit card payment on behalf of the firm, the lawyer has an ethical responsibility to ensure that all parties that interface with the law firm are operating under strict confidentiality and complying to prevent the disclosure of confidential information.

    1. Legal Obligations

Small law firms may also be subject to privacy regulations, such as the California Consumer Privacy Act (CCPA). Non-compliance with these regulations can result in financially devastating consequences for small law firms.

As noted above, it is not simply a limited duty for the attorney to maintain confidentiality, but rather the attorney and law firm have a legal obligation to ensure that client information is stored in a way that protects privacy. More often than not, small law firms are paperless and store virtually all of their data electronically, so the law firm must ensure that how, where, and who is storing that data is in compliance with applicable law.

To read the full article, go to ALM

The Digital Verdict: Guide to Mastering Smartphone Evidence in the Courtroom

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The Digital Verdict: Guide to Mastering Smartphone Evidence in the Courtroom

Webinar

Smartphone evidence in the courtroom



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About This Webinar

Overview of the Seminar

“The Digital Verdict: Guide to Mastering Smartphone Evidence in the Courtroom” is a pioneering seminar that delves into the intricate relationship between law and mobile technology. As the legal landscape increasingly pivots towards digital evidence, understanding the intricacies of smartphone data can be a decisive factor. This seminar provides an exploration of the critical aspects of smartphone evidence in litigations, ensuring you stay at the forefront of the digital age.

Why Choose to Take the Seminar

This seminar is an opportunity to gain a competitive edge. It offers a comprehensive understanding of the Federal Rules of Civil Procedure and Evidence as they apply to smartphones. You’ll learn how to navigate the complexities of digital evidence, ensuring your arguments stand firm against scrutiny.

What You Will Learn from the Seminar

You’ll master the key factors for the admissibility of smartphone evidence and understand the key takeaways of recent cases from the perspective of experts. This seminar equips you with the knowledge to effectively leverage digital footprints, transforming your courtroom strategies with cutting-edge insights.

Topics covered in this webinar:   

  1. Overview of Relevant Federal Rules of Civil Procedure
  2. Federal Rules of Evidence for Smart Phones
  3. Key Factors to Consider for the Admissibility of Evidence
  4. Recent Cases

Speakers:

  • Daniel B. Garrie, Esq.
    • Founder, Law & Forensics
    • Neutral, JAMS
    • Faculty, Harvard University
  • Genevieve Sauter
    • Partner, NoonanLance
  • Jeffery Rosenfeld
    • Of Counsel, Blank Rome LLP

Attending the webinar

If you would like to attend the program, please click this link and add the program to your “Cart.” Please note you may need to click the link twice to reach the webinar’s page.

Zooming Towards Resolution: Guide to Ensuring Success in a Virtual Mediation

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Zooming Towards Resolution: Guide to Ensuring Success in a Virtual Mediation

Webinar

Virtual Mediations



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About This Webinar

Virtual mediation emerged in response to the outbreak of the COVID-19 pandemic when the world was forced to social distance and work from home for safety precautions. Yet almost three and half years later, virtual mediations have remained commonplace and are preferred by many. Indeed, this practice allows parties to gather irrespective of their location, reducing the cost and time commitment. As a result, access to mediators with subject matter specialties is now more accessible, and key decision-makers and third parties that would have otherwise been unavailable can now easily participate. Virtual mediation is not the solution for every mediation, but it is an effective and cost-reducing option for some. Attorneys seeking to learn more about alternative dispute resolution (ADR) and the critical elements to consider when choosing and participating in virtual mediations will find this webinar a helpful guide for helping clients achieve the best possible outcome.

In this online seminar, our expert panelists begin by reviewing the critical characteristics of mediation, including its stages and the parties involved. Next, our speakers provide context for when parties should choose mediation and its general benefits. The conversation then dives into the topic of virtual mediation specifically and its potential benefits, including flexibility, cost savings, and increased productivity. Our experts then note some of the potential challenges that can arise with virtual mediation, such as technical issues, communication limitations, or confidentiality concerns. The webinar concludes with a review of the best practices to ensure successful virtual mediation from the perspective of mediators and counsel that have represented parties involved in mediations.

Topics covered in this webinar:   

  1. What is Mediation and Why do Parties Choose it?
  2. When and Why Should You Mediate?
  3. What are the Potential Benefits of Virtual Mediation?
  4. What are the Potential Challenges of Virtual Mediation?
  5. Best Practices to Ensure a Successful Virtual Mediation

Speakers:

  • Daniel B. Garrie, Esq.
    • Founder, Law & Forensics
    • Neutral, JAMS
    • Faculty, Harvard University
  • Dr. Peter Kamminga
    • Neutral, JAMS
    • Fellow, Harvard Program on Negotiation
  • Hon. Gregory M. Sleet
    • Neutral, JAMS
  • John Libby
    • Partner, Manatt, Phelps & Phillips, LLP

Attending the webinar

If you would like to attend the program, please click this link and add the program to your “Cart.” Please note you may need to click the link twice to reach the webinar’s page.