Conventional wisdom has long advised against introducing politics into professional settings. For many years, that approach seemed sensible. People hold a range of viewpoints, and avoiding contentious topics generally helped build business relationships and productive workplaces.
At this moment in our history, I no longer find this tenable.
Read the rest of this entry »Categorised as: Current events, News and Views
I am fortunate to be in Europe for a couple of weeks. It’s always striking to see the quality of public infrastructure here. The Paris Metro is a marvel—beautiful, fast, and extensive. (Why the Metro operates so much better than the NYC Subway, given its smaller operating budget, is a story for another time.)
This morning, I took the Metro to one of Paris’s several grand train stations, Gare du Nord, and boarded the Eurostar train to Antwerp via Brussels, where I am sitting right now. Even in second class, the train car was comfortable, quiet, and very well-maintained. Traveling at speeds as high as 185 mph (a speed that American trains only dream about), we completed the 164-mile segment to Brussels in about an hour and 20 minutes.
Why can’t we have this in US?
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As is often the case with President Trump, the corruption is out in the open. As a lawyer, it sickens me that the president continues to get away with this. Are people okay with this?
CEO Makes Shocking Admission About Why He’s Buying Trump’s Meme Coin (Yahoo! News)
A crypto mogul who invested millions into Trump coins is getting a reprieve on civil fraud charges (CNN)
Trump’s controversial meme coin ‘contest’ proves predictably profitable for the president (MSNBC)
Categorised as: Current events, News and Views
I noted this in my longer blog post this evening, but to post quickly here: two opinion pieces I wrote have now been published: one in the Chicago Tribune and the other, co-written with my wife, in the Philadelphia Inquirer. (These pieces may be paywalled, but I will post PDFs here in the coming days.) I hope you find them interesting.
Categorised as: Current events, News and Views
Do not despair if your business hasn’t filed its Beneficial Ownership Information Report (BOIR) yet — FinCEN has provided a new deadline.
FinCEN just announced that a company formed before 2025 has until March 21, 2025, to file its BOIR, and a company formed after December 31, 2024, has until March 21, 2025, or 30 days from the filing date (whichever is later).
Filing deadlines have changed due to conflicts between injunctions issued by federal circuit courts and appeals by the Department of Justice. While the new deadline gives businesses more time, don’t wait too long—noncompliance comes with substantial penalties.
Wait, what’s a BOIR Again?
Under the Corporate Transparency Act (CTA), most U.S. businesses – especially small and privately-held companies – are required to report details to FinCEN about their “beneficial owners” (people who own at least 25% of the company or have substantial control).
The goal? To crack down on fraud, money laundering, and shell companies hiding illicit activities.
If your business falls under this requirement and hasn’t filed yet, now’s the time to act.
If you want more information, you can check out our previous blog post here, but disregard the deadline dates!
Who Needs to File?
Most LLCs, corporations, and other registered business entities must file a BOIR. Some companies, like publicly traded businesses, large operating companies, and certain financial institutions, are exempt.
Not sure if your business qualifies? We can help.
What Happens If You Don’t File?
Ignoring the BOIR requirement isn’t an option. If you miss the deadline, you could face:
Even though FinCEN extended the deadline, the penalties remain the same—so it’s best to take care of this sooner rather than later.
What Should You Do Now?
If you haven’t filed yet, here’s your game plan:
Need Help? goodcounsel Has You Covered
If the BOIR process feels overwhelming, you don’t have to tackle it alone. We’re here to help.
We can walk you through the process, ensure everything is filed correctly, and keep your business compliant—with minimal stress.
📩 Get in touch today, and let’s ensure you meet the deadline hassle-free.
Categorised as: Lawyering
Protecting proprietary software is critically important for many technology startups. Proprietary software can potentially be protected as a trade secret or by copyright or patent law – there are pros and cons to each approach. For example, some companies prefer going the trade secret route because, unlike with copyrights and patents, it requires no filings or disclosures; generally, all that is required is for the company to take reasonable measures to keep the trade secret confidential.
A company may lose its competitive advantage if a competitor “reverse engineers” its proprietary software. Reverse engineering software is the process of analyzing, disassembling, or experimenting with the software to discover its structure, design, or source code. Successful reverse engineering may enable a competitor to create a substantially similar or duplicate product. It may surprise you that reverse engineering software — even when it is copyrighted or protected as a trade secret — is generally lawful under federal and state law, unless theft, fraud, bribery, espionage, or other improper means are involved.
Fortunately, there are steps a business can take to minimize the risk of reverse engineering, such as contractually prohibiting business partners, licensees, and others with access to the proprietary software from reverse engineering it – with a breach of this obligation resulting in liability for breach of contract and trade secret appropriation.
Contact goodcounsel if you have concerns that your proprietary software is not adequately protected.
Jared Montney, an intern and 4th-year student at the University of Chicago, provided substantial assistance researching, drafting, and editing this blog post.
Categorised as: Lawyering
Today – June 6, 2024 – is the 80th anniversary of D-Day – the Allied landing in Europe to liberate the continent from Hitler and Nazism. Every June 6, I pause to think about those who fought and the many who died on the beaches of Normandy and during the campaign that followed, and I always experience a deep sense of gratitude.
Read the rest of this entry »Categorised as: Current events, News and Views, soapbox
Following the trend of many states that have severely limited or prohibited employee noncompetes, the FTC announced in April a final rule prohibiting noncompete provisions in agreements with workers. The FTC rule, which will become effective on September 4, 2024 (assuming it withstands legal challenges) will, if nothing else, bring uniformity and clarity to the now-fragmented national landscape of noncompete regulation.
The rule prohibits employers from entering into, attempting to enter into, or maintaining noncompete clauses with any workers (whether employees or contractors) and requires notice to certain workers that their noncompetes are now unenforceable. With respect to noncompete clauses entered into prior to the effective date, enforceability depends on the seniority level of the employee – senior executive noncompetes, narrowly defined, are grandfathered.
Although legal challenges are pending, it is crucial for businesses to prepare for compliance by reviewing and adjusting their current employee agreements, assessing all outstanding noncompete agreements, and preparing notifications to the extent required by the rule.
If you need help understanding how this rule applies to your business or any other guidance on next steps, please do not hesitate to contact us.
Categorised as: Employment Law, Legal Issues, Regulatory alert
A year or so ago, amidst the initial frenzy of excitement about artificial intelligence (or more specifically, about the “large language models” or “LLMs,” which enabled non-programmers to interact with AI using natural language), I mused on our blog about whether our clients should fire us and hire ChatGPT instead. (Short answer – not yet.)
As I wrote at that time, “I expect that AI tools will become increasingly helpful as assistants,” and over the past year, this has certainly come to pass here at goodcounsel. We have been finding ways to incorporate AI into our practice every day, both the general-purpose technologies used by the public, such as ChatGPT, and specialized legal tools built on top of these AI platforms, such as those offered by our partner ClauseBase.
Below, I’d like to describe a few of the ways that goodcounsel uses AI to enhance its law practice.
Read the rest of this entry »Categorised as: Artificial intelligence and the practice of law, Law Practice Innovation, Lawyering
You may have already heard of the Corporate Transparency Act (CTA). It is a new federal law requiring most businesses to register with the Financial Crimes Enforcement Network (FinCEN). Congress designed the CTA to combat money laundering and enhance corporate accountability. This post will provide an overview of how to comply with the CTA.
Read the rest of this entry »Categorised as: Corporate transparency act, Legal Issues