Author: Talib Amir

To download a full PDF of this article, click here.

To download a full PDF of this article, click here.

To download a full PDF of this article, click here.

Coinciding with the explosive growth of cryptocurrencies and blockchain technology, the notion of a “smart contract,” or a programmable agreement, has entered the lexicon of numerous enterprises interested in applying blockchain technology. But what exactly is a smart contract and why should lawyers care? What are some potential use cases and, more importantly, are smart contracts legally binding in the same sense as a traditional contract? First conceptualized by cryptographer and legal philosopher Nick Szabo in 1996, smart contracts are described as “a set of promises, specified in digital form, including protocols within which the parties perform on these promises.”[1]…

On Tuesday April 3, 2018, music streaming service Spotify made its not-quite-initial public offering on the New York Stock Exchange (“NYSE”).[1] The direct listing was more flop than frenzy—only 3.1% of Spotify Technology SA’s 178 Million shares changed hands at the $165.90 opening price.[2] In fact, fewer shareholders sold their shares than advisers expected.[3] That said, demand also fell short of expectations[4] and, over all, the stock traded without a great deal of volatility, relatively speaking.[5] The stock closed at $149.01, 10% below its opening price.[6] This may seem like an anti-climax considering the fanfare leading up to the unconventional…

“In the last seven deals I’ve been involved with, there were 2.5 million stockholders who have made a pretax profit of 12 billion dollars . . . I am not a destroyer of companies. I am a liberator of them!”[1] Immortalized by Oliver Stone’s 1987 film Wall Street, the words of financier Gordon Gekko in essence summarized the duties that corporate directors owe to their corporations.[2] As fiduciaries, corporate directors are obligated to act in the best interest of the corporation in conducting its business and affairs.[3] In many regards, maximizing profit for the corporation’s shareholders satisfies this obligation.[4] However,…

The Association for Certified Fraud Examiners (“ACFE”) conducted a global fraud study, which investigated 2,410 cases from January 2014 to October 2015.[1] The study focused on many types of fraud, but emphasized the incidence of internal fraud within the organizations. Accordingly, this post will discuss the costs and prevalence of internal fraud. It will then discuss potential solutions to mitigate its consequences, such as enforcing a new DOJ initiative and using blockchain. Generally, corporate fraud occurs when an individual or company engages in dishonest or illegal activities that are designed to provide the perpetrating individual or company with an advantage.[2]…

Over the last several years legal technology has been rapidly advancing, reaching a point where the use of artificial intelligence (“AI”) in legal practice has become a reality.[1] AI assists lawyers with many tasks that have been considered tedious and time-consuming without technological assistance, and allows for work to be done much more efficiently.[2] These tasks which AI helps with include legal research, case outcome prediction,[3] and, perhaps most notably, e-discovery document review – through the process of technology assisted review (“TAR”).[4] One of the major steps in e-discovery involves “the review of [electronically stored information (“ESI”)] for relevance and…

The Broker Protocol[1] is an agreement among wealth management firms with the goal of preventing costly litigation caused by brokers switching firms.[2] Brokers’ successful client relationships enable wealth management firms to profit from client investment. Consequently, when a broker leaves a firm, the firm is in danger of losing business. Clients who had built up trust with a certain broker want to keep their business with that broker. The brokers also want to maintain an established client base.[3] Thus, brokers try to bring their clients over to their new firm and clients try to stay connected with their broker. Since…

As companies continue to incorporate technology into their corporate practice, at issue is whether this increases transparency with shareholders or shields management from liability.[1] Bylaws, state and federal securities laws statutorily require companies to hold an annual shareholder meeting.[2] During the meeting, shareholders elect directors, receive updates on company developments, and express concerns with management.[3] Traditionally, these meetings are held in-person; however, an increasing number of companies are adopting virtual-only meetings.[4] Virtual-only meetings are held exclusively online without any in-person participation or physical location.[5] Shareholders simply log into a voting website using their unique code, and then cast their votes…