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Startups move quickly. Founders are focused on building, shipping, and staying alive. Legal work tends to come in later, often after something has already gone wrong. At that point, fixing the issue usually costs more than it would have to prevent it.

After years of working with startups, I have seen a handful of problems show up again and again. They are simple to avoid if you ask the right questions early. Here are the five conversations I wish…
Continue Reading Start Smarter: The Legal Basics Every Startup Needs

Parties to mergers, acquisitions and other corporate transactions have long relied on the Delaware courts’ predictable interpretation and enforcement of contracts as written. Recently, the Delaware Supreme Court (the “Court”) has signaled a potential change of course in its decision in Thompson Street Capital Partners IV, L.P. v. Sonova United States Hearing Instruments, LLC (“Thompson Street Capital“). Drawing on public policy arguments outside the four corners of the merger agreement at issue in the case, the Court suggests that…
Continue Reading Delaware Supreme Court Decision Could Impact Post-Closing Indemnification Rights in M&A Deals

You may believe that your company has an unfettered right to do what it wants with a computer program created by its workers—but that may not be the case.

Consider the two similar scenarios below:

Suppose that your company is fortunate enough, or substantial enough, to have one or more software developer employees. Suppose also that one of your software developers writes the code for a new computer program that you would like to market.

Now, suppose your company…
Continue Reading I Paid for That Software to Be Developed, So Why Don’t I Own It?

In any transaction, the spotlight usually shines on the main agreement. That’s where the negotiation happens, the signatures go, and the headlines get made.

But the real guts of the deal? They’re often found in the documents no one talks about.

Lien releases. Bills of sale. Assignments. Resolutions. Certificates. Notices.

These so-called ancillary documents may not get much attention, but they’re what make the deal enforceable, functional, and safe. They transfer ownership, clear title, allocate risk, and ensure everyone…
Continue Reading The Deal is in the Details

Federal projects can be complicated – prime contractors must deal with often exacting government performance standards and obscure federal legal requirements.

Subcontracting on a federal project adds an increased level of complexity, as the subcontractor must not only meet the prime’s contractual requirements but also comply with many of these same federal clauses, which are duplicated or “flowed down” from the prime contract to the subcontract.

Samuel W. Jack, George Washington University 2008, is of counsel with Dempsey …
Continue Reading Navigating Flow-Down Clauses in Federal Projects

The Social Security Administration (SSA) warned last week that Trump’s Department of Government Efficiency’s efforts to reduce federal spending may result in “significant workforce reductions” across the agency, which is responsible for processing some 2 million benefit applications per year.  

This comes at a time when the SSA is already short-staffed and dealing with extensive backlog. Indeed, once an individual has submitted their application for social security disability benefits (SSDI), it takes 6 to 8 months to…
Continue Reading Will Cuts to the Social Security Administration Impact my Private Long Term Disability Benefits?  

If only you could get ethics credit for reading this post.

For years, the estate of Leonard Cohen has been embroiled in litigation involving Cohen’s former attorney-turned-manager, and the law firm that allegedly forged trust documents in order to bestow power upon that individual. The saga continues, with a new lawsuit accusing the firm of malpractice. Read the details at your leisure and, misconduct aside, contemplate the inherent conflict of an artist’s attorney also serving as the artist’s manager.
Continue Reading Arts and Entertainment Law: Attorney as Manager?

If you are applying for Social Security Disability Insurance (SSDI), Supplemental Security Income (SSI), or both, it often takes a significant amount of time to get approved. However, once you are approved, you may receive not only ongoing monthly payments but also a lump-sum award for the months—or even years—during which you were disabled and should have been receiving benefits. 
Exactly how much you might receive in back benefits depends on when you applied, when your disability began, and…
Continue Reading How Much Can I Receive in Social Security Back Benefits?

A Medicare Set-Aside Agreement (“MSA”) is an agreement that allocates a portion of the funds obtained through the settlement of a worker’s compensation claim for deposit into a bank account or annuity in order to fund the future treatment of a workplace injury. In order to protect the interests of Medicare, an injured worker who has settled their claim, is enrolled in or has applied for Medicare, and has been compensated for future treatment as part of a settlement,…
Continue Reading What is a Medicare Set-Aside Agreement

 For most ERISA long-term disability (LTD) cases that proceed to court, the case is decided on a closed administrative record in which the judge can only review the information contained in the insurer’s claim file as of the date it rendered its final decision. In other words, no new evidence can be introduced during the course of the lawsuit. This also means that the judge will not have the opportunity to meet you, ask questions of you, or hear…
Continue Reading How Using Photos in Your LTD Case Can Strengthen Your Claim 

An insurance company’s goal is to make money, which naturally means the number one goal, besides selling insurance policies, is to deny insurance claims. However, if a claimant has a strong case with no plausible reason to deny, insurance companies will sometimes initially approve a claim. This means one of their best tools to cut off claims is surveillance.  
Why do long-term disability insurance companies conduct surveillance? 
If medical records support that a claimant can’t work, an insurance…
Continue Reading I Think My Long-Term Disability Company is Surveilling Me – What Do I Do?

What is constructive discharge and why is it important? 
 Constructive discharge is a legal theory that allows employees to establish an adverse employment action even when they quit their job.  
 This is important because an “adverse employment action” is an essential element of most employment lawsuits. Adverse employment actions are actions taken by an employer which materially change the terms and conditions of an employee’s work life, and do so in a way that places the employee in a…
Continue Reading Can You Sue Your Employer For Wrongful Termination Even If You Quit Your Job? This Legal Theory Says “Maybe.” 

Dentists’ claims for short-and long-term disability (STD and LTD, respectively) benefits are often among the most complex and difficult claims to get (and keep) approved, and also to successfully navigate appeals and lawsuits when they get denied. This article discusses why these types of claims are so difficult, and provides information about what dentists specifically should keep in mind when they are purchasing STD/LTD policies,  applying for STD/LTD benefits, or facing a denial thereof.  
If the topics discussed in…
Continue Reading When Navigating Your Short/Long-term Disability Insurance Claim Feels Like Pulling Teeth: The Particular Considerations And Obstacles Facing Dentists Who Apply For STD/LTD Disability Benefits.

A recent appellate court opinion out of New Jersey, McGinty v. Zheng (Sept. 20, 2024), which addressed issues surrounding arbitration agreements in the context of personal injury claims, sparked my interest.

The McGinty case is a pivotal example of how courts are interpreting arbitration agreements in the digital age, and serves as a significant reminder for lawyers about the enforceability of arbitration clauses and the implications of user agreements in digital platforms.

Teresa Kobelt, U.W. 1988, is an…
Continue Reading A New Jersey Case and the Insidiousness of Arbitration Agreements

A recent Wisconsin Court of Appeals case complicates residential leases by applying the Wisconsin Consumer Act (WCA) to residential leases and uniquely calculating pecuniary loss under Wis. Stat. section 100.20(5) for a violation of Wis. Admin. Code § ATCP 134.08(10).

The case is Koble Investments v. Marquardt.1 A petition to review the decision is currently pending before the Wisconsin Supreme Court.

Landlords and tenants alike should be aware of its holding, as it has the potential to significantly…
Continue Reading Koble Investments, the Wisconsin Consumer Act, and Residential Leases

In April 2017, the Wisconsin Supreme Court, acting in response to a request of the Business Court Advisory Committee, established a pilot large claim commercial case docket for the assignment of commercial cases. The purposes of the pilot commercial court (which some refer to as the business court) were
to ensure that large claim cases involving Wisconsin employers or businesses, or which involve complicated disputes, are resolved expeditiously and with the least amount of cost so as to (a)…
Continue Reading Contracting for Dispute Resolution After the End of Wisconsin Commercial Courts