Many people think that a binding contract guarantees results, that both parties are obligated to perform the contract as written. But a contract isn't a guarantee, and contract damages are designed to compensate the non-breaching party, rather than to punish a breaching part for bad behavior. When negotiating a contract, rather than expecting that the other party will perform as agreed, each party should focus on the parties' goals and incentives to perform.
Read More17th century volins made by Antonio Stradivari continue to be the gold standard for violin making. Yet no one has determined whether it was Stradivari's artistic or scientific skill - or both -- that enabled him to create his masterpieces. In comparison to making a violin, preparing a legal document may seem like a rote, scientific task, devoid of artistic merit. However, like Stradivari, attorneys should spend a lifetime developing both the art and science of legal drafting so they can create documents that are so masterful that they seem benign. Although AI might be able to replicate the science of a basic contract, so far, only an attorney who approaches contract drafting as an art can prepare a customized, easy-to-read legal document that meets a client's and transaction's needs.
Read MoreIn the musical Sweeney Todd Mrs. Lovetts' pie shop pie shop is struggling until she starts baking Sweeney Todd’s murder victims into her meat pies. Customers proclaim her pies the best pies they have ever eaten, but food-safety rules don’t depend on customer enthusiasm. While Mrs. Lovett's pies are an extreme example, the absence of a customer complaint doesn’t mean that something is considerate or legal. Read our article to learn why in Maryland and DC, food service establishments are prohibited from allowing dogs that aren't service animals indoors and what business owners can do to prevent health code violations and remain dog-friendly.
Read MoreIn Merrily We Roll Along, placing the orchestra above the stage brings the source of the music into full view. FinCEN’s Real Estate Reporting Rule, which recently was vacated by a Florida federal court, had a goal of moving hidden participants in real estate transactions into view when property is acquired through an entity or trust in a transfer not financed with using a traditional mortgage. The orchestra in Merrily voluntarily placed itself in full view, but FinCEN didn’t make reporting optional – it forced parties with legitimate reasons for establishing limited liability companies and trusts to report their ownership. Since the Florida decision likely will be appealed, parties that use entities to require real estate in transactions not financed by traditional mortgages should be aware that privacy is not guaranteed in the future.
Read MoreA 16-member team at Deutsche Oper Berlin isn't onstage, but they’re not entirely behind the scenes either. Concertgoers see them briefly, depend on them completely, and then usually stop thinking about them, as if they are invisible. Read our article to learn about the opera house's team and how it's similar to boilerplate provisions in contracts. People pay little attention to them -- until there's a problem.
Read MoreMeasuring the success of a rent control program can be elusive and data can be misleading. Complaint-driven data reveals only the effect on on tenants who choose to file complaints. The data doesn’t reveal whether other tenants didn't file complaints because they weren’t aware of the program or because they believed they were treated fairly. Rent control data frequently doesn't consider the cost of administering the program as compared to other options, such as rent subsidies. And most rent control data doesn't evaluate the indirect economic impacts rent control has on the quality and quantity of housing supply.
Read MoreBringing an attorney onto a team during project development when more options exist not only minimizes risk but can result in a better final product.
Read MoreIn 2003 Maria Schneider revolutionized musician fundraising by using Internet crowdfunding to finance her project. While Schneider's rewards-based crowdfunding wasn't subject to securities laws, some musician fundraising, such as royalty-based crowdfunding, can requirement compliance with those laws.
Read MoreThe SEC recently announced that it would be revisiting the finder exemption from broker-dealer registration first proposed in 2020. If adopted an exemption would simplify capital raising for small business, real estate sponsors, and early-career musicians by permitting success-based compensation to finders under limited circumstances. While this development is promising, for now transaction-based compensation continues to be unlawful.
Read MoreLaunched in the UK in 2018, Hipgnosis Song Fund was touted as a groundbreaking opportunity for investors and musicians alike. By buying song catalogs directly from artists, Hipgnosis provided musicians with immediate cash. The Fund offered investors the opportunity own a piece of music history and receive long-term predictable income that wasn't correlated with the stock market. Although the Fund might have looked like an investment in artists and their music, in the US, many investments in artists and their music are securities. Learn how musicians can unwittingly find themselves needing to navigate the complex web of securities laws.
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