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I just wanted a simple agreement, not a “War and Peace” rewrite

Have you ever reviewed a contract, gotten to the end and wondered what all these “boilerplate” provisions are all about?  In the alternative, you think you have come up with a simple and easy to understand agreement with the other side only to have the attorneys turn it into a “War and Peace” rewrite.  I am here to tell you that these boilerplate provisions that you may not think are important actually have meaning and are included in agreements to protect your interests.  Over the next few weeks, I am going to provide you with overviews of some of the key boilerplate provisions including the following:

  • Choice of law & Jurisdiction. 
  • Indemnification, Warranties & Confidentiality. 
  • Assignment, Waiver, Limitations on damages & Force majeure. 
  • Attorneys’ fees and costs, Arbitration & Jury trial waiver. 
  • Severability, Attachments, Notice & Relationships. 
  • Headings, Integration & Counterparts

Here are a few other things that may be of interest:

As always, please don’t hesitate to email myself (jsanders@mpl-law.com), Andy Miller (amiller@mpl-law.com), Christian Miller (cmiller@mpl-law.com), Erik Spurlin (espurlin@mpl-law.com), Brad Leber (bleber@mpl-law.com) or anyone in our office with questions or comments.   Please see all of our prior updates at this link or if you would like to be added to our email list, please click here.  

BOI Gets a Little Pushback – You are Not Off the Hook

Last week, a Federal Court in Alabama ruled that the BOI reporting requirements are unconstitutional.  The Court said that this requirement “exceeds the Constitution’s limits on the legislative branch and lacks a sufficient nexus to any enumerated power to be a necessary or proper means of achieving Congress’ policy goals…”  In English, it means that Congress does not have the power to impose this requirement.  However, in case you thought you don’t have to file, think again.  It only applies to the plaintiffs in that case and possibly reporting companies in the Northern District of Alabama.  So, if you think you are now off the hook for BOI reporting, think again.  BOI reporting still applies.  

Below is a recap of our update from the beginning of the year. 

FinCen has a new reporting requirements for entities.  The report submission site is active and new updates have been provided. Here are three key things to look at:  

Are you subject to the filing requirements (i.e., are you a reporting company)? 

  • The answer here is a bit in depth.  However, here is the link to the relevant section of the FAQ. 

If I am a reporting company, when do I have to file?

  • A reporting company created or registered to do business before January 1, 2024, will have until January 1, 2025, to file its initial BOI report.
  • A reporting company created or registered in 2024 will have 90 calendar days to file after receiving actual or public notice that its creation or registration is effective.
  • A reporting company created or registered on or after January 1, 2025, will have 30 calendar days to file after receiving actual or public notice that its creation or registration is effective.

Where do I file this information?

We also put together a quick memo for you to reference.  If you have any questions about this topic, please make sure you reach out to your professional business advisors for assistance (business attorney, business accountant, business financial advisor, etc.). 

As always, please reach out to your professional business advisors (business attorney, business accountant, etc.) for questions. 

Here are a few other items of interest:

As always, please don’t hesitate to email myself (jsanders@mpl-law.com), Andy Miller (amiller@mpl-law.com), Christian Miller (cmiller@mpl-law.com), Erik Spurlin (espurlin@mpl-law.com), Brad Leber (bleber@mpl-law.com) or anyone in our office with questions or comments.   Please see all of our prior updates at this link or if you would like to be added to our email list, please click here.  

Pigs Get Fat, Hogs Get Slaughtered – The Pricing Conundrum

The February CPI report showed inflation rates continuing to accelerate.  Unless you recently hit the lottery and don’t care, we are all paying more for pretty much everything.  Customers and clients are getting wary of the constant price increases as businesses try and stay ahead of continually rising costs.  So, what’s a business owner supposed to do in this environment? From “shrinkflation” to “dynamic pricing”, companies are coming up with ways to pass along higher prices without calling it a price increase.  Below are some interesting articles to ponder:

 
Implementing price increases is fraught with risk and can hurt a company if they aren’t honest and straight with their customers.  However, I can’t blame them for coming up with innovative ways to pass along their higher costs.  Remember, a price increase helps a company at least maintain if not expand their margins.   However, on the flipside, I am also reminded of a saying – “Pigs get fat and hogs get slaughtered”.  Please keep that in mind when you are looking at increasing prices. 

Here are a few other items of interest:

As always, please don’t hesitate to email myself (jsanders@mpl-law.com), Andy Miller (amiller@mpl-law.com), Christian Miller (cmiller@mpl-law.com), Erik Spurlin (espurlin@mpl-law.com), Brad Leber (bleber@mpl-law.com) or anyone in our office with questions or comments.   Please see all of our prior updates at this link or if you would like to be added to our email list, please click here.  

We all Know A Nigerian Prince Who Needs Help

Technology (AI, ChatGPT, Social Media, etc.)  has played an important role in the growth of our economy.  However, it has also given rise to malicious threats from bad actors as well.  I am sure we all know a Nigerian prince whose money is stuck overseas, who just needs our help (or more specifically our personal information) to get it out.  As funny as we think that is, businesses and government entities fight Phishing, malware, botnet, ransomware, spyware and more on a daily, if not hourly, basis.  So, how do you protect yourself or what is the process if you are breached?  While nothing is fool proof, below are some tips that may be useful:

  1. Keep your software up to date
  2. Avoid Phishing Scams (e.g., emails that request a change in payment)
  3. Practice good password management
  4. Be careful of clicking on links
  5. Never leave devices unattended
  6. Safeguard your data
  7. Safeguard your mobile devices
  8. Install anti-virus/anti-malware protection
  9. Keep your data backed up
  10. Make sure you have a cybersecurity protocol for your company
  11. Review your contracts and make sure you have cybersecurity addressed
  12. Review your cybersecurity insurance coverage and make sure it provides adequate coverage

Most importantly, don’t ever think that you are fully protected.  The technology landscape is constantly changing and your vigilance in this area will pay dividends in the long run.  Below are some articles and alerts that may be of interest:

 
A few things that may be of interest: 

As always, please don’t hesitate to email myself (jsanders@mpl-law.com), Andy Miller (amiller@mpl-law.com), Christian Miller (cmiller@mpl-law.com), Erik Spurlin (espurlin@mpl-law.com), Brad Leber (bleber@mpl-law.com) or anyone in our office with questions or comments.   

Please see all of our prior updates at this link or if you would like to be added to our email list, please click here.