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New York Times vs. OpenAI: Fair Use Fight with Billions at Stake

On the third day of Christmas, Microsoft Corp. (“Microsoft”) and OpenAI, Inc. (together with its named affiliates, “OpenAI”) didn’t get any French hens: Instead, the software giant and leading artificial intelligence research and deployment company were named as defendants in a copyright infringement lawsuit filed by The New York Times (the “Times”) in the United…
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Corporate Transparency Act: Frequently Asked Questions

The Corporate Transparency Act (the “CTA”) is a federal law that requires certain “reporting companies” to file a beneficial ownership information (“BOI”) report containing personal information about their “beneficial owner(s)” and “applicants” to the Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”). This is a significant change that will affect many businesses in the U.S.,…
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Venture Capital Firms Face New Reporting Requirement With California Law

Over three and a half years since the death of George Floyd spurred some members of the venture capital community to enact promises to increase their investments in diverse entrepreneurs, California has enacted legislation in an attempt to track that performance. On October 8, 2023, California Governor Gavin Newsom signed into law Senate Bill 54…
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Easements: How They’re Established, Extinguished And Much More

Easements are a long-recognized tool and staple of property transfer and ownership in the United States. They are a property right that can reflect an ownership interest in land to non-owners of the property which they encumber. The most basic definition of an easement is a right which runs with the land that allows a…
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Lessons For Founders From Sam Altman’s Short-Lived OpenAI Ouster

We’ve all read countless headlines and articles about the removal and swift return of Sam Altman as CEO of OpenAI over the past several weeks. Simply put, the nonprofit board voted to remove Altman as a result of a disagreement concerning the safety of AI and allegations that Altman was not consistently candid in his…
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Florida State’s Way Out of ACC? Exit Penalties Could Be Ruled Unenforceable

Last summer, we wrote about the Atlantic Coast Conference’s (“ACC”) “ironclad” Grant of Rights agreement being the only document keeping top schools from leaving for either the Big Ten or Southeastern Conference (SEC), conferences that distribute considerably higher revenues to their members. The Grant of Rights had been successful in preventing such exits because of…
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How 2024 Employment Law Updates Affect Your Wallet, Unions & More

As could be expected in 2023, employers have had to adapt to an ever-changing landscape of employment laws, regulations, and in the case of the National Labor Relations Board (NLRB) a growing library of general counsel memoranda. Here’s a snapshot of several important employment law developments that employers should understand heading into the new year.…
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Time to Step Up? Florida’s Community Property Trust Act Worth A Look

Unknown to many Floridians, Florida enacted the Community Property Trust Act which went into effect on July 1, 2021, and established the ability to convert non-community property into community property.  The community property “opt-in” option is a welcome addition to the Florida statutes, which, when analyzed carefully, may provide income tax benefits, particularly for homeowners…
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Converting Office Space to Housing? There Are Incentives For That

With housing availability at record lows in many communities across the U.S., including gateway cities such as New York,[1] and commercial office space still not fully recovered from the COVID-19 pandemic,[2] the federal government is attempting to alleviate both issues by incentivizing the conversion of former office space to residential use.[3] The Biden Administration recently…
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Buyouts of Closely Held Shares: All’s Fair Value in Love and War

Deadlock, majority oppression, or usurpation of corporate opportunities are all well-tread grounds for disputes between co-owners of closely held entities. These disputes often culminate in one shareholder buying out the other as an alternative to dissolution or a freeze-out merger. In such instances, ascertaining the value at which that co-owner’s shares must be purchased can…
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