Law

Sydney

By that very fact: ‘ipso facto’ clauses on hold from 1 July 2018

By Foez Dewan and Paulina Raad, McCabe Curwood

‘Ipso facto’ clauses enable a party to automatically enforce certain rights against a counterparty upon the occurrence of one or more events specified in a contract. This article discusses the effect of reforms that were introduced into the Corporations Act 2001 (Cth) by the Treasury Laws Amendment (2017 Enterprise Incentives No. 2) Act 2017 (Cth) (the Act).

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Law

Reaching Across the Pond: How the European Union’s Privacy Regulation Might Apply to Your Business

By David S. Greber, Offit Kurman Attorneys At Law

The European Union’s (the ‘EU’) latest privacy law, known as the General Data Protection Regulation (‘GDPR’), went into effect on 25 May 2018. The GDPR imposes significant and sweeping obligations on businesses that gather ‘Personal Data’ (1) – enough so that American businesses might hope that the Atlantic is wide enough to separate them from the GDPR.

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Law

The Scope of Informed Consent Given by a Patient

By Laura A. Patti, Patti - Avvocati & Rechtsanwälte

This short contribution takes as its starting point an orthopaedic surgery, preceded by the correct information and consequently the informed consent by the patient, where the surgeon decided – in the middle of the procedure – to correct what in his eyes seemed a beauty imperfection, without obtaining the consent of the patient regarding this supplemental procedure.

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Law

Could You be Liable for the Sins of Your Staffing Agency?

By Jonathan R. Sigel, Mirick, O’Connell, DeMallie & Lougee, LLP

Businesses use staffng agencies to supplement their workforce with temporary workers, which saves money when meeting fluctuating production and staffng needs. However, companies can be held liable for the agencies’ violations of law (e.g. wage & hour laws) if the entities are found to be ‘joint employers’ – even when unaware of the violations!

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Law

Cincinnati

Combating Corporate Wrong-Doing

By Nicole Elver, Dressman Benzinger LaVelle psc

The Trump Administration has not yet clearly defined its position on holding individual corporate offcers responsible for the conduct of their organisations. In 2015, Deputy Attorney General Sally Yates issued a Memorandum, known as the ‘Yates Memo,’ addressing the Department of Justice’s policy regarding individual accountability for corporate wrong-doing. In it, she stressed that the most effective way to combat corporate wrong-doing is for prosecutors to hold individuals who perpetrate the wrong-doing accountable.

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Law

SEC, ICO, IRS, BSA – A Few of the Acronyms of Blockchain and Cryptocurrency Law (1)

By Edward Tolchin, Offit Kurman

Blockchain companies have raised billions of dollars through Initial Coin Offerings (ICOs) this past year. Has it all been legal? Have all the correct taxes been paid? Are all the companies issuing the coins operating legally? The answer may likely be “no” to at least one, or perhaps all three, of these questions. If you are considering a blockchain enterprise and an ICO and want to abide by the law, or want to assure that any company in which you are participating is abiding by the law, here’s a five-part primer on the issues to consider.

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Law

SEC, ICO, IRS, BSA – A Few of the Acronyms of Blockchain and Cryptocurrency Law (3)

By Edward Tolchin, Offit Kurma

Part 3: The Pay-A-Lot-Of-Taxes Rule

There is a straightforward tax rule in the US: the IRS treats the proceeds of an ICO at taxable income. The amount of taxable income is also simple: the value of everything received in the ICO, though an accountant may be able to argue about some deductions for you. So, the general rule is that if you raise a dollar, you pay taxes on the dollar. Or, as the IRS explains, “the basis of virtual currency that a taxpayer receives … is the fair market value of the virtual currency in U.S. dollars as of the date of receipt.”

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Law

SEC, ICO, IRS, BSA – A Few of the Acronyms of Blockchain and Cryptocurrency Law (4)

By Edward Tolchin, Offit Kurman

Part 4: Money Laundering 101

The United States Treasury’s Financial Crimes Enforcement Network (FinCEN) enforces the Bank Secrecy Act (BSA) and its anti-money laundering regime. Why is that applicable, or at least potentially applicable, to blockchain enterprises conducting ICOs? Simple: The BSA regulates “financial institutions” and neither Congress nor the Treasury has tightly defined that term, so enforcers have flexibility to expand the law to cover some developers of new blockchain token protocols selling tokens to US citizens. In other words, while you may think that a “financial institution” is a bank or broker-dealer, it may be more.

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