Corporate & Commercial

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Are you thinking about starting a small business? It can be an exciting and challenging endeavor, although it’s more likely to succeed if you plan ahead, take it step by step, and surround yourself with trusted, experienced advisers.  Of course, such an important endeavor – not to mention a life alternating event – requires hard work, ingenuity and more than a little legal advice.   You can start by going to our webpage on What to Ask When Staring a Business. Keep in mind that there might never be an absolutely perfect time to start your own business –…
You may or may not have heard of Shein, the fast-fashion company out of China providing its customers with the highest fashions for the lowest prices, but if you haven’t heard of it yet, chances are good you’ll be hearing about it very soon. While Shein might not exactly be a household name (yet), it’s very quickly working its way up the ladder, having just replaced Amazon as the most downloaded shopping app. The fast-growing fashion company has no intention of slowing its growth any time soon, and going up against Amazon is one of its key strategies. While many…
A manufacturing plant may have closed four years ago, but according to multiple lawsuits, the effects of the alleged mismanagement of dangerous chemicals used at the plant are still affecting residents of the area surrounding the now-defunct plant. The plant in Tioga, LA opened in 1961 and made pressure relief valves for the oil and gas industry. The plant was sold to and absorbed by various companies over the years, and the plant was finally shut down for good in 2017 after the company that owned and ran it was absorbed by General Electric Oil & Gas in 2010, and…
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What is valuation cap   A valuation cap is a term of a convertible note or a SAFE. It is also a great way to attract investors to any startup, providing them with an incentive to invest. Starting a successful financing round for your business will expose you to a slew of new terms. It is essential that you grasp these terms and what they represent to secure finance on favorable terms for your company. If you’re thinking about obtaining financing for your startup or firm, you’ve probably heard the term “convertible notes,” “SAFEs,” or “value cap” before. Here’s an explanation…
Many businesses and contracts provide for mandatory arbitration of disputes in lieu of or prior to filing a lawsuit. While arbitration sometimes provides a quicker and less expensive way to resolve a dispute, parties need to be aware of the differences and some of the pitfalls of an arbitration, including: The Arbitration Clause. As this sets the rules for arbitrating a dispute, it is critical that it is both understood and favorable to reaching a resolution, whether the details are in the contract or promulgated by the arbitration service selected. Know Your Arbitrator. Choose your arbitrator(s) only after due diligence,…
Paying college tuition has long been a struggle for many aspiring students and their families, but when it comes to paying for college, tuition is just the beginning. The cost of textbooks and other school supplies is another financial hurdle, and according to an antitrust lawsuit, some of the biggest on-campus bookstore chains and publishers of college textbooks have deliberately created and taken advantage of the Inclusive Access program to monopolize the market on college textbooks and raise prices. The Inclusive Access program requires students to buy one-time access codes to access textbooks and course materials online. Because the access…
The increased reports of cyber-attacks, either for ransom or other mischief, induced many insurance companies to offer cyber liability insurance policies to protect businesses from liability as result of unauthorized hacks or information disclosures, and some even provide insurance coverage for cyber ransom. Cyber liability insurance is not difficult to find, as it is offered by most major insurance companies, but the type of insurance and protections afforded vary substantially, as do the premiums. Every business owner should look into the option of acquiring cyber liability insurance to protect its business and as many businesses are now requiring cyber liability…
After a police officer pressured a woman for oral sex in a suburb of Chicago, including harassing her at her place of work, the woman filed a lawsuit against the police officer and Cook County. For obvious reasons, she asked the court to allow her to remain anonymous, filing the lawsuit under the name Jane Doe v. Cook County. Unfortunately, Doe only knows the first name of the officer who sexually harassed her: Kevin. The sheriff’s office is also named as a defendant. While the federal courts used to require every plaintiff to provide their full name in order…
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How to add a member to an LLC Generally speaking, to add a new member to any LLC, you must first follow the operating agreement or the state law regarding LLCs. Though there are some additional things to take into consideration. Most operating agreements lay out how to add a new partner on their operating agreement. However, if your LLC doesn’t have an operating agreement, you would need to follow your state’s laws concerning LLCs. The process for how to add an LLC member involves amending the LLC’s operating agreement that brings in the new member. Current LLC members must then vote…
A column where Jayaram leadership discuss their philosophy on practicing law.   There are literally thousands of lawyers who practice in the same areas in which we practice. They advise founders, investors, and brands on things like intellectual property and corporate law. Like us, these lawyers put together deals, tactfully handle disputes, and advise their clients on a wide range of compliance issues. But what, then, makes our approach unique, and why do scaling entrepreneurs repeatedly and specifically seek out our counsel? Vivek, Wendy and Heidi discuss below. VJ: Founders need lawyers who are helping move their business forward towards…
We often are asked what a normal day looks like for our lawyers. Normal is something most of us don’t know much about, but in this new column – HOURS – we unpack the daily routines of our teammates.  5:00: Wake up! I have been an early riser for as long as I can remember.  I used to think that meant there was something wrong with me, but I’ve grown comfortable listening to my circadian rhythm which usually tells me to sleep and get up early.  5:00 — 7:00: Among my favorite times of the day.  It’s quiet, often dark, and the best…
Maria Derchi  has been a friend of the firm for years. Through her work with the University of Miami, Global Ecosystem Director at The Venture City, Executive Director of Refresh Miami, and now with Florida Funders, Maria has been a key connector to the firm’s tropical network in Miami. We talked with Maria about #miamitech, Miami’s extraordinary immigrant communities, and – naturally – cafecito. JL: Hola Maria!  What is Refresh Miami and why am I hearing so much about it these days? MDR: Refresh Miami has served as the hub of Miami’s tech and startup community since 2006. We are your one-stop…
Cassie practices with our corporate team on deals, structure and general governance. Shoot her a note at cassie@jayaramlaw.com. photo by Anjali Pinto Historically a defender of intellectual property protections, the US government shocked many when it announced its support of temporary patent waivers for COVID-19 vaccines at a World Trade Organization meeting on May 5, 2021. With the goal of expanding vaccine distribution to developing nations, South Africa and India first pushed for the legal right to manufacture generic versions of the COVID-19 vaccines. Since then, the idea to temporarily waive patent rights for COVID-19 vaccines has sparked a world-wide…
How people listen to music continues to evolve in the pandemic and post-pandemic world.   I recently caught up with my old pal Harry Clarke, who clerked at the same time I did back in 2005 for a Judge in the United States District Court for the Southern District of Florida. Since that time, we’ve worked together, gone to shows in Seattle, San Francisco, New York, and Miami together, and still manage to ping each other when we are blown away by a new record we’ve discovered. Here’s an excerpt of my chat with Harry about Spotify, artist compensation models, and…
Zahreen is a litigator at Jayaram with a background in the education industry: working both as a teacher and as an attorney for an education organization. Shoot her a note at zahreen@jayaramlaw.com. As with so many industries, the Covid-19 pandemic completely disrupted the field of education, requiring K-12 districts and higher education institutions to rethink how they were going to provide high-quality educational services to students without the traditional face-to-face educational model.  A field that has been slow to adopt new technology was suddenly forced to and EdTech rose to the occasion, providing innovative solutions to both old and new…
Wendy Heilbut sat down with Chris Bordeaux to discuss his new cutting edge talent acquisition platform and the importance of a network. Read on to understand how he is developing something new in a static industry and why he feels so excited about it. WH: So what’s the Hunt Club all about? What does it do? Where’s it based? CB: TALENT. Hunt Club is all about hiring the best talent. It’s a new category of search firm with a modern approach to recruiting. We help growth startups, innovative mid-sized businesses, and transforming enterprises find the best people with our tech-enabled, white glove…