There has been a great deal of attention lately on changes to US immigration policy by the Trump administration. What people are less aware of are important developments in the immigration policy between the United States and Israel that significantly reduce the requirements for Israelis to obtain a US Visa through investment. Israeli citizens are on the verge of being granted access to the E-2 Treaty Investor Visa which would permit Israelis to enter and work in the US upon investing a substantial amount of capital in a US business, an amount that in some cases can be as low at $100,000.
I am sure you have heard about the alleged incident involving Ivanka Trump and a Brooklyn based attorney named “Daniel Goldstein” that took place on Thursday, December 22, 2016 aboard a JetBlue flight heading from New York to Miami. By coincidence, this seemingly random incident happened to cause quite a disturbance at Shiboleth LLP due to a wide spread case of mistaken identity. This story involves our associate attorney also named Daniel Goldstein, and a large and raucous group of Ivanka Trump supporters coming to her “defense,” only they targeted the wrong Daniel Goldstein attorney in New York.
I am the Managing Partner of Shiboleth LLP, a firm that has employed Daniel S. Goldstein as a fine litigation attorney for the past six years. I would like to begin by saying that we have the highest respect for Ivanka Trump and her family and we condemn the alleged behavior of Daniel Jennings Goldstein on that JetBlue flight, but we hope the following spinoff anecdote assists those of you in the future who are unfortunate enough to be misidentified by the public and the subject of wrongly-placed vilification and disdain on a national scale. Read more.
Dealmakers involved in cross-border transactions should note that contractual provisions concerning dispute resolution procedures, forum selection clauses, and choice of law clauses---which are usually found at the very end of contracts are more important than their placement indicates; these clauses should not be treated as an afterthought! The consideration and negotiation of dispute resolution mechanisms in cross-border transactions is understandably far more challenging than in domestic transactions because issues of foreign judgment enforcement and judicial bias are inherent in cross-border transactions and will inevitably surface. Due to the nature of cross-border transactions, the possibility of having to enforce a foreign judgment and judicial bias must be at forefront of dealmakers’ deliberations. This article discusses the main issues in the deliberation of the type of dispute resolution procedures in cross-border transaction agreements.
The Jumpstart Our Business Startups (“JOBS”) Act was signed into law in early 2012 with bipartisan support, designed to encourage funding of small businesses and ease various securities regulations. Title III, which deals with equity crowdfunding in the startup community, received a lot of attention because it was the first time the government developed a specific avenue for business to raise money through crowdfunding. Prior to these crowdfunding rules, businesses and other issuers could raise funds through the private placement exemption in the Securities Act of 1933. However, this exemption permitted general solicitation only to accredited investors, or those who possessed significant wealth. Read more.
A brand is often one of the most valuable assets of a business. A trademark is essentially a brand name: a word, phrase, symbol or design that identifies and distinguishes the source of the products of one business from those of competitors. A “service mark” is the same as a trademark, except that it identifies and distinguishes the source of a service rather than a product. For the purposes of this article, we will refer to “trademarks” as meaning both “trademarks” and “service marks.” Having a unique and distinctive trademark is important because recognizable trademarks add to a brand’s value by uniquely identifying the source of a particular product or service. No matter how large or small the business, it is crucial for each business to take steps to protect and maintain its trademark rights because, without the proper protections, use and enforcement, the value of the trademark can be undercut, and sometimes the trademark and the ability to prevent other businesses from using a similar mark could be lost altogether. Read more.
Starting a nonprofit organization can be a heartening way to help address an identified community need. However, there is no “one size fits all” approach to structuring a nonprofit organization and it is important to understand the various steps and legal issues involved in the process before proceeding forward. Many assume, in error, that all nonprofit organizations have the same tax benefits, such as federal tax exemption, tax deductibility of donations by donors, access to grant funds and other benefits. While many nonprofit organizations obtain federal tax exempt status, the term “nonprofit” and “tax exempt” are not synonymous. Becoming a nonprofit organization and becoming a “tax exempt” nonprofit organization are two separate and distinct processes, each involving different steps, timelines and considerations. Read more.
When working on a cross-border transaction, it is easy to get lost in the nuts and bolts of the transaction itself and overlook the related but distinct issues of the governing law and jurisdiction provisions contained in the definitive deal documents. We have found that new dealmakers rarely think to negotiate the law governing the transaction and the appropriate jurisdiction in which to bring claims. However, both the governing law and jurisdiction clauses can impact which party will prevail in the event of a dispute between the parties to an international transaction. Read more.
When two or more parties express an interest in working together, through a partnership or joint venture, a Company seeking an investor or purchaser, or some other transaction, oftentimes their discussions result in an agreement on a few major business points. At this stage the parties may believe that they have an agreement in principle, and are eager to begin drafting the definitive transaction documents without having worked out much of the “nuts and bolts” of the transaction. As parties delve deeper into the nuances and detailed considerations inherent in most transactions, they come to realize that there are many points that have not yet been discussed or even considered. Once drafting has begun, much time (and legal fees) can be expended on back-and-forth revisions to specific provisions concerning business points that have not been negotiated in advance. This inefficiency is costly and frustrating to the parties involved and can be easily prevented. At Shiboleth, we have found that parties can save a significant amount of time and legal fees by agreeing upon a well thought out and negotiated term sheet prior to drafting any definitive agreements. Reaching an agreement on critical business and legal terms in advance provides an important and efficient framework for lawyers to follow in drafting or reviewing definitive documents, and in all cases provides a cost savings to the client. Read more.
In the past few years, large debt issuances by American real-estate groups have become a familiar sight in the Tel Aviv stock exchange. American real-estate owners and developers have been flocking to the Israeli stock market, seeking funding for their overseas projects. Since 2008, when the first issuance of this recent wave took place, companies such as De-Lesser Group Limited, Extell Limited and others have issued Israeli bonds in a total amount exceeding $880M. The trend seems likely to continue, as more companies are expected to issue new series of bonds, expand existing series or examine the possibilities of other issuances in Israel. What market conditions caused the emergence of this phenomenon? And how can your real-estate business or client benefit from this trend?
Recently, our firm successfully represented a client in the enforcement of an order of the District Court, Tel Aviv (Jaffa) transferring money held in the United States to Israel. Having literally litigated from one end of the earth to the other, the conversion of a foreign court order into an actual financial recovery here in the United States was a great outcome and a relief for our client. Not all litigants are so fortunate, however.
For many litigants, the aggravation and expense of litigation continues even after the court’s award of a favorable money judgment. Judgment debtors will go to great lengths to frustrate the monetization of the court’s award into a tangible financial recovery: Concealing assets in shell corporations, transferring money abroad, and secreting assets, are all typical maneuvers by judgment debtors to stymie your financial recovery. This article provides a brief overview of the process of the enforcement of a money judgment.
While the commercial real estate market in the United States has stabilized and improved since the Great Recession, the tepid economic recovery necessitates that commercial landlords’ business planning must still contemplate the prospect of tenant bankruptcies. The recent corporate bankruptcies of retail companies with hundreds of now shuttered retail locations, such as Blockbuster, Brookstone Inc., Coldwater, Creek, Inc., Crumbs, Dots, and Sbarro serve as reminders of the challenges of operating commercial real estate businesses. Read more.
While memorandum transactions inherently include a degree of risk, consignment vendors have the ability to lessen certain of the legal risks associated with memorandum transactions through proper documentation of the transaction.
On October 23, 2013, the Securities and Exchange Commission (the "SEC") released proposed rules to implement the requirements of Title III of the Jumpstart Our Business Startups Act (the "JOBS Act") aimed at helping startups and small businesses raise investment capital and sell securities using the Internet. These rules set the terms for what is called “New Regulation Crowdfunding.” Crowdfunding is an evolving method to raise money using the Internet under which the general public, including non-accredited investors, would be allowed to invest limited amounts to purchase unregistered securities of small businesses. Certain private companies would be permitted to raise investment capital online for a particular business or other venture, usually by seeking relatively small individual contributions from a large number of investors. As the practice evolves, a more level playing field may emerge in which ordinary people may fundraise or invest, regardless of personal wealth or access to wealthy investors.
Every commercial landlord and tenant should be intimately familiar with a Yellowstone injunction. Not a playful reference to the National Park, a Yellowstone injunction is a New York Supreme Court proceeding initiated by a tenant after receiving notice to cure an alleged lease default. Named after the landmark decision in First National Stores, Inc. v. Yellowstone Shopping Center, Inc., 21 N.Y.2d 630 (1968), this type of injunction serves to maintain the status quo while the tenant can challenge and/or cure the alleged default without forfeiting its valuable property interest in the lease.
By Moty Ben Yona, Esq. and Meital Dror, Esq.
Employee Stock Option Plans have grown significantly in popularity over the past few years, and present an effective way for companies to compensate and attract employees. According to Information Technology Associates, 15% to 20% of public companies offer stock options to employees as a part of their compensation package, and over 10 million employees receive them. Employee option plans have been praised as innovative compensation planning that helps align the interests of employees with those of the shareholders. However, there are those who condemn them as schemes to enrich insiders and provide a mechanism for companies to avoid their tax responsibilities.
An employee handbook, sometimes known as an "employee manual," is a document that sets out the employer’s policies, procedures, and describes the various legal obligations of the employer and the employee. By and large, the employee manual functions as an effective communication tool between the employee and the employer setting out the employer’s policies, procedures, working conditions, and behavioral expectations.
The growing number of internet-based businesses allowing for user initiated content, social networking and interactive online activities necessitates that individuals venturing into such business endeavors be familiar with key provisions of the Digital Millennium Copyright Act (“DMCA”). In recent years, DMCA has taken on an essential role in striking a balance between the rights of owners of copyrighted content in their quest to protect their materials from unauthorized use and the interest of the general public in gaining access to such copyrighted content.