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Aerial-fall-Lincolnpark-300x158Blockchain and Chicago Businesses

In September of 2015, the Global Agenda Council on the Future of Software and Society’s World Economic Forum[1] predicted that by 2025, 10% of GDP will be stored on blockchains or blockchain related technology.  If you are a Chicago business owner and you are unsure what that means or how it might affect your company, you want to speak to a Chicago business attorney as soon as possible to learn all that you can about this rapidly growing technology.

What Is Blockchain Technology?

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equitycrowdfundingEquity Crowdfunding – The Future of Investing?

While nearly everyone has heard of crowdfunding, the concept of equity crowdfunding is not as well known.  For those Chicago business owners that are new to this developing area, prior to May 2016, crowdfunding was available only to accredited investors or those with an annual income of at least $200,000 or a net worth of more than 1 million, not including the value of a primary residence. Although the 2012 federal Jumpstart Our Business Startups Act[1] (JOBS) provided for non-accredited investors, the Securities and Exchange Commission (SEC) did not authorize equity crowdfunding to begin until May 2016.

Since that time, Article III of the JOBS Act has seen 49 successful offerings with 11.5 million dollars committed according to a November 17, 2016, Forbes report[2] on the state of equity crowdfunding. While the report suggests that the large majority of startups are not yet using non-accredited crowdfunding under Title III, it is anticipated that equity investment platforms will see tremendous growth moving forward.

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TechnologyLuddites and technophobes have no place in the modern practice of law, as least not according to recent changes in the rules of professional conduct.   Technology has found embedded itself into the practice of law.

Technology advances are constantly changing the way we practice just as technology is changing our lives in so many other ways.   One law firm recently brought a new associate into the firm and its name is ROSS, the artificial intelligence that does research to help with its research issues.  E-filing is being adopted in every court system.  E-discovery is changing the litigation paradigm.  Cybersecurity has become a concern of every law firm.  And Legal Zoom is dominating the legal services marketplace.

In looking to the future, we must think exponentially.  The law of accelerating returns is bringing more advanced changes and technologies sooner than we can anticipate.   Lawyers can no longer afford to be sluggish in learning and using these new technologies.

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dental officeDentists face new problems with overtime for their employees.  The Fair Labor Standards Act[1] (FLSA) sets forth standards for both minimum wages and overtime pay as well as record keeping for businesses.  Whether your dental practice consists of two employees or a hundred employees spread across three office locations, federal law requires that all dental offices comply with FLSA overtime regulations by December 1, 2016.

Exempt Versus Non-Exempt Employees

In order to determine if you are in compliance with FLSA regulations, the first step is to review which employees are designated as exempt, and not owed overtime wages, versus non-exempt. FLSA rules establish three types of exempt employees[2] which are defined by an individual’s employment description rather than their job title including:

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Businessman touching email icon
It seems that every other news story involves Hillary Clinton,[1]  emails, and the use of private servers, putting the topic of email deletion at center stage.  But what can a Chicago business owner learn from the Hillary Clinton email story?

There was a time when owning a business did not include words such as hard drives, flash drives, magnetic tapes and USB ports.  Now, every company has a fleet of computers, a server, and a complex back-up system.  Most businesses even have a least one IT expert on staff.  Computers have replaced typewriters, emails have replaced snail mail, and hard drives have all but replaced filing cabinets filled with documents.

When it comes to email communications, the use of cell phones and laptops has made them commonplace in and out of the business world.  It is almost expected that a business owner will send and receive emails over lunch, on-the-go, and over the course of the weekend.   For more than a decade, business owners have been warned regarding the pitfalls and dangers of electronic communications.  While those earliest concerns centered around the receipt of spam and the use of secure e-mail accounts[2] to preserve secret corporate information, the retention and deletion of e-mails was also discussed.

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ransomwareThe Democratic National Committee is not the only victim of computer hacking[1].  In June of 2016, Bloomberg[2] reported on black market access to 70,000 hacked corporate and business servers.  Even LinkedIn was victimized by computer hackers[3] who obtained 117 million passwords.

To further complicate things, these types of cyber attacks oftentimes have a global connection.  On September 28, 2016, one of the FBI’s former most wanted hackers[4] pleaded guilty to conspiring to receive extortion proceeds and illegally accessing computers.  Peter Romar, who had been arrested in Germany and extradited to the United States, was a member of a hacking group known as the Syrian Electronic Army.  The group hacked into the computer systems of The Washington Post, CNN, the Associated Press, Harvard University and many others, then threatened to cause damage or sell data unless the business paid a ransom.

Types of Ransomware

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A law firm recently announced that are employing IBM’s Ross to work in their bankruptcy practice, which currently consists of 50 lawyers.  What is interesting is that Ross is “the world’s first artificially intelligent attorney” combining apple’s Siri voice technology with IBM’s Watson cognitive computer.  According to the firm’s website, “You ask your questions in plain English, as you would a colleague, and ROSS then reads through the entire body of law and returns a cited answer and topical readings from legislation, case law and secondary sources to get you up-to-speed quickly.” Ross will be able to eliminate some of the preliminary research done in cases within 30 seconds.

artificial-intelligence-brain-29076006Artificial Intelligence in law has become a larger topic in the last decade.  The first sighting of Artificial Intelligence in law was in 1999 when Jay Leib and Dan Roth created “Discovery Cracker’ which helped lawyers manage electronic documents for litigation.  Instead of sifting through piles of paper, lawyers now deal with terabytes of data.  E- Discovery is now becoming more sophisticated due to this massive amount of data.  Then in 2013, Jay Leib once again saw a need in the market.  He and Dan Roth created NexLP, a company that used artificial intelligence to analyze data and identify trends. NexLP uses predictive coding, where the computer is able tell which documents are useful and which ones aren’t. This process reduces the time needed for e-discovery and document review since the program is looking for actual concepts and not just keywords.

Currently, nearly 80% of all Americans who need a lawyer cannot afford one.  This is despite the United States having a mass amount of attorneys. With Ross, attorneys currently out of work will be able to use the AI’s services to create a lower barrier of entry into the market, and will create cheaper and more affordable optartificial-intelligence-concept-illustration-29416761ions for prospective clients. On top of this, the addition of Ross into a law firm will enable the firm to lower some of its fees as they wouldn’t be paying humans for cases.  When it comes to opposing law firms battling, it doesn’t matter if there are 30 associates researching a case, or one Ross, the result will be the same. Artificial intelligence will allow the human attorneys to think of creative solutions or focus specifically on the client’s needs instead of leafing through textbooks and clicking hundreds of links looking for precedent or an obscure court ruling.  Ross will also keep you up to date on court rulings to do with the case that is currently being worked on. It can also narrow down the results to the most relevant answers and presents the answers in an understandable language as opposed to passages of law spoken word for word.

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Let’s read the entire passage: “Congress shall make no law respecting an establishment of religion, or prohibiting the free exercise thereof; or abridging the freedom of speech, or of the press; or the right of the people peaceably to assemble, and to petition the Government for a redress of grievances.”  – First Amendment to the U.S. Constitution

Bellas&Wachowski2The First Amendment to the Constitution, especially in the digital age, is often cited inappropriately.  When a blog writer removes a comment, many a troll has squealed that his First Amendment rights are being violated.  When someone says something wildly stupid in public and reaps a storm of criticism, she, too, may scream about “freedom of speech.”  

All of us do indeed have freedom of speech, but that only means that the government cannot muzzle us.  It does not mean that a web site that accepts comments is obligated to let anyone say anything they wish. And it does not mean that there are no consequences to exercising your rights.  Donald Sterling, the putative owner of the L.A. Clippers basketball team, had every right in the world to give voice to his racist thoughts.  Everyone else had the right to call him a racist dirtbag and demand that the NBA encourage him to sell the team.  But, there are always consequences. 

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Bellas&Wachowski4After hiring a new employee, Acme Corp. spends months training Louie Duck for the position. He learns how Acme delivers a Rocket-Powered Unicycle only seconds after an order is dropped in a remote mailbox. He learns the secret of making both Earthquake Pills and Dehydrated Boulders. Mr. Duck even learns how the company thrives in the face of what must be a legion of product liability lawsuits.

And just when Acme feels that Mr. Duck is beginning to contribute to its bottom line, he quits. Not only does he quit, but he starts his own company, Ajax Corp., that sells products that are remarkably similar to Acme’s Jet-Propelled Tennis Shoes and Do-It Yourself Tornado Kits. And on his way out, Mr. Duck also convinces Acme’s best customers, one Mr. Coyote, to send all of his future business his way.

Lucky for Acme, Mr. Duck signed a noncompete agreement when he was hired. The agreement barred him from working in a similar company or from starting a similar business for a minimum of five years. Acme thinks it should have no trouble in shutting down its new competitor. But if Acme takes the case to court, it may find that the agreement is not worth the paper it was written on, depending on where the case is heard.

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Who Gets To Keep The Ring When A Betrothal Goes South?


Bellas&WachowskiproposalIn these modern times, it is not enough for a young man to get down on one knee and ask the woman of his dreams for her hand in marriage. The expectation today seems to require an over the top public spectacle, perhaps involving a giant screen at a ballpark or a Harry Potter themed set piece posted to social media. A massive waste of money or time is always considered an appropriate supplementary feature for this sort of enterprise.

While public displays of narcissism may be consistent with the modern Zeitgeist, the one thing they don’t accomplish is ensuring that the engaged parties remain engaged. Indeed, the marriage proposal experience may turn out to be the high point of the relationship. Those who keep track of such statistics claim that anywhere from 15% to 25% of twenty-first century engagements are broken before the wedding. While no one knows the statistics for sure, the numbers are high enough to keep websites such as www.idonowidont.com. The site not only provides an online aftermarket for reselling disrupted nuptial jewelry, it also includes the founder’s sad tale of his own broken engagement as inspiration for his business model.

Which segues nicely into today’s topic: what happens to the engagement ring when the big day is called off? Does the woman get to keep and possibly sell it if the man backs out of the agreement? Does she need to return it to the man if she decides to forego the walk down the aisle? And are there circumstances which would complicate the matter further, such as terminating the engagement for cause?

In simpler times, it was generally understood that the woman would return the engagement ring. In 1922, the estimable Emily Post* decreed that the prospective bride should return the ring regardless of the circumstances of the breakup. It was and to some degree still is considered the proper thing to do.

But while custom and tradition may deem returning the ring to be the correct standard of behavior, the legal landscape has changed with the changing times. In a society that seems at once both more acquisitive and more litigious, the legal standard for ring returns has become more complex. Today, the protocol for who gets the ring is determined by state law, and there is some variation in how individual state courts perceive the topic.

Courts generally treat an engagement ring as a gift from the donor (normally the male) to the donee (normally the female). To be considered a legal gift, three provisions must be fulfilled: the donor must intend to give the ring as a gift, the donor must deliver it the donee, and the donee must accept the item. If the person to whom the ring was given can demonstrate all three elements, the court will consider the ring to be a gift. The crucial question is whether or not the gift is conditional, that is, is it a form of contract contingent upon the marriage taking place. In most states around the country, the answer is yes. With one exception, state courts find that the gift of an engagement ring incorporates an implied condition of marriage. The mere acceptance of the gift is not part of the contract.

Illinois is a relatively straightforward state when it comes to this question. An engagement ring is viewed as a gift in contemplation of marriage:

“…a gift given in contemplation of marriage is deemed to be conditional on the subsequent marriage of the parties, and the party who fails to perform on the condition of the gift has no right to property acquired under such pretenses.”

Because the gift is conditional on the eventual marriage of the parties, the party who fails to perform has no right to the property in Illinois. If the bride-to-be breaks off the engagement, the ring is returned to the man. However, if the man breaks off the relationship, the woman may keep the ring because it was not her fault that the condition was not met. In cases in which the engagement is broken off by mutual agreement, the ring is to be returned to the donor…the erstwhile groom.

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