Like many of my colleagues in transactional practice who focus on the social enterprise spectrum, the path to my current role was not a straight line. It has however been very true to what I believe in: integrity, justice and fairness, and service to others. I hope this personal post gives you some insight on …
#NewLaw
DAO meets cooperative: Mensiversary of the Wyoming DAO law
In the next few weeks, my colleague Yev Muchnik and I will be posting some of our thoughts on legal aspects of DAOs. Yev has been in the blockchain world for a long time and is a renowned expert in the subject. Providing legal support to cooperatives and social enterprises adopting democratic governance is a …
Updated Section 1042 Tax Benefits
There is a section of the Internal Revenue Code (IRC) that provides some tax benefits for people who sell their companies to either an ESOP or to a worker cooperative. This blog will explain how 1042 provides tax advantages when selling to a cooperative. If you are thinking of becoming employee-owned or selling your business to …
Mandatory Business Owner Reporting
The federal government has passed some new legislation that will require small businesses to report personal information about the business’s owners to a database controlled by the Securities Exchange Commission. The legislation is called the Corporate Transparency Act (the “Act”), adopted as Title LXIV (64) of the 2021 National Defense Authorization Act. The purpose of …
Updates to PPP under the Economic Aid Act
The Economic Aid Act, passed on December 27th, 2020, expanded the Paycheck Protection Program created by the CARES Act. The Economic Aid Act authorized $284 billion in new funds for first draw and second draw funds of PPP. The Small Business Administration (SBA) and U.S. Treasury have issued new guidance on how the changes will …
Colorado adds New Law to Ratify Defective Corporate Actions
In March, Governor Polis signed a bill that codifies procedures for ratifying defective corporate actions into Colorado Law. Ratification statutes allow boards of directors to affirm corporate actions that were defective in some way. This type of statute has become a trend in state-level corporate law and brings Colorado in step with Delaware and many …
California Codifies Lessons Learned from #MeToo
On October 10th California Governor, Gavin Newsome signed bills AB9 and AB51 – both to increase protections for workers. Both bills were inspired by and are direct responses to the #MeToo movement. AB51 Bill AB51 prohibits employers from conditioning employment on acceptance of a mandatory arbitration agreement and retaliating against employees who choose not to …
New Models for #platformcoop Design, Part 5: Reciprocal Ownership
In this series so far, we have analyzed the potential for a sistered for-profit entity and cooperative entity to separately optimize for financing and member-orientation. Since publishing this series, I’ve received some good feedback from readers. Some have asked about additional terms and benefits that could be designed into the TechCo – Cooperative “pre-nuptial” agreement. …
What 18,000 crunches taught me about the practice of law
Roughly one year ago I set out to develop a new routine – 50 core exercise repetitions per day (e.g. 50 crunches, bicycle sit-ups, etc.). This routine took me approximately two minutes per day. Over the last year, I found myself doing many of these sets at 9:30 pm, right before bed, in a hospital …
The New Trusts: Democratic Ownership Beyond the ESOP
This webinar on emerging explorations on trust structures—their promise and their problems features Nathan Schneider (University of Colorado Boulder), Christopher Michael (Christopher Michael P.C.), Camille Kerr (Upside Down Consulting), Derek Razo (Purpose Ventures), Sara Stephens (Sustainable Economies Law Center), and our very own Jason Wiener (Jason Wiener | p.c.). A new generation of lawyers, investors, …
