Carolyn Purwin Ryan

My latested article. This one about the potential perils of post-closing purchase adjustments https://lnkd.in/ekB2DKRs

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* How do you Serve the Opposing Party with your lawsuit? In some cases, the first real hurdle that a litigant needs to clear comes after they have filed their complaint with the appropriate clerk’s office in the correct jurisdiction. In most Maryland jurisdictions, after the Complaint or Petition has been filed, the clerk’s office will then mail a summons to the party that filed the action. It is then up to the party who filed the action to serve the opposing party with a copy of everything that has been filed with the Court and a copy of the Summons. Want to learn more? Check out the link to our blog in the comments below! #familylaw #lawsuit #privateprocessservers #divorce #childcustody

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Join us in our Boston office on October 30 for an in-depth program focused on modern cybersecurity, covering the current cyber threat landscape, advanced risk management techniques, AI-related risks, and more. Learn more and RSVP below. #Cybersecurity #ArtificalIntelligence

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Join us in our Boston office on October 30 for an in-depth program focused on modern cybersecurity, covering the current cyber threat landscape, advanced risk management techniques, AI-related risks, and more. Learn more and RSVP below. #Cybersecurity #ArtificalIntelligence

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Law360 has reported on the Delaware Court of Chancery suit filed by Olshan Frome Wolosky LLP client Martin Siegel, a shareholder of global utility and power company The AES Corp., against eleven of the company’s current and former board members, alleging that the company has "weaponized" advance notice requirements in its bylaws to make it “unreasonably difficult, if not impossible,” for stockholders to nominate candidates for the company’s board. Among the amendments the company made in August 2023 to its bylaws, provisions include an “acting in concert” definition that requires any stockholder who nominates a slate of directors to identify a broad assortment of people in order to make the nomination valid and requiring a nominating stockholder to disclose commercially sensitive performance-related fees it could pay if the value of its company stock appreciates. According to the filing, AES Corp. has stated publicly that it amended its bylaws to address the SEC’s universal proxy card rule that went into effect September 2022, which was intended to make it easier for shareholders to nominate alternative director candidates to company boards but has often resulted in companies adopting onerous advance notice requirements that disenfranchise shareholders. The plaintiff’s motion to expedite asserts that if the Chancery Court does not declare the bylaw provisions invalid before the November 26 deadline to nominate directors for the company’s 2025 stockholders’ meeting, the stockholders' franchise rights will be violated and stockholders will be “permanently harmed.” Olshan Chair of Litigation Lori Marks-Esterman and counsel Jacqueline Ma represent the plaintiff in this matter. #OlshanLaw #Delaware #ChanceryCourt https://lnkd.in/exyWgvr7

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#BusinessLawToday | The changes to the rules governing documents and information that must be submitted as part of parties’ premerger notification filings are extensive. Read: https://lnkd.in/eXk-Hvtu #BusinessLaw #BusinessRegulation #RegulatedIndustries #MergersandAcquisitions

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BILLING DISPUTES ARE NOT LEGAL MALPRACTICE Professional malpractice is complicated because its all about the nuance. A client unhappy with a bill can dispute the bill, but billing disputes cannot form a legal malpractice lawsuit. When a law firm sues a client to collect on an open invoice, the client can raise legal practice as an affirmative defense, i.e., yes the client owes the money but the client is entitled to a setoff due to damages stemming from the law firm's malpractice. What happens when a law firm just fabricates time entries and otherwise lies on the billing? That's not legal malpractice either, that's a breach of fiduciary duty claim. They're similar and related, but they're different torts with different elements, different damages and different standards of care. This recent New Jersey ruling is a classic example of how legal malpractice claims can get complicated. The law firm sued its former client to collect on open invoices. (It was resolved somehow that isn't explained). The former client then, a few years later, sued the law firm for legal malpractice. The trial court dismissed the legal malpractice case because it should have been filed as an affirmative defense and/or counterclaim in the first filed fee dispute. Legal malpractice wasn't a defense to the collection action, but the facts arose from the same common set of facts, and thus it was a mandatory counterclaim. Ironically, the law firm who represented the former client may itself have committed malpractice by not properly presenting the legal malpractice case the first time. Whether you have a potential legal malpractice case or you are facing one, I would be happy to chat.

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The Corporate Guide is a comprehensive and ongoing series of articles providing crucial insights for corporate directors, officers and stockholders under Delaware law. In this installment, Oderah C. Nwaeze and Naomi Duru summarize the circumstances — under Sections 204 and 205 of the Delaware General Corporation Law — where a corporation, its shareholders or the Court of Chancery, can ratify or validate defective corporate acts that would be void or voidable due to a failure of authorization.

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Does your law practice encompass disputes in wills formed in Pennsylvania? If so, read the Third Circuit's recent decision in Kyriakopoulos v. Maigetter. The opinion discusses the hearsay rule's testamentary exception, which PA courts "have had little or nothing to say on the subject." The Third Circuit's opinion cites several pre-1900 cases. The Court describes the general scope of the testamentary exception as follows: "[I]n a suit between devisees under a will, statements made by the deceased to counsel respecting the execution of the will, or other similar document, are not privileged.” A summary of this case will be included in The Docket Reporter, my free weekly newsletter containing caselaw updates. Lob me your email addy, and I'll sign you up for this valuable resource. #WeWriteSoYouWin #SullivanLegalWritingServices #CaselawUpdate

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Two absolutely ENORMOUS changes are coming to the Federal TCPA in 2025. Can you name them? Do you know their effective dates? It has never been mode important to be informed. These new rulings change everything businesses need to be doing to comply with Federal law and avoid huge penalties as they outreach consumers. #fcc #tcpa #marketing #sms #smallbusiness #calls #callcenter #law #change #2025 #deservetowin

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Segal McCambridge Shareholder Michael Luchsinger and Associate Ashley White published a column in Law360 regarding a case in Massachusetts, Nunez v. Syncsort, Inc., which centered around whether a terminated employee's retention bonus constituted "wages" under the state's Wage Act. In their column, Michael and Ashley highlight the differences in how wages are defined across different states and under federal law. While the Massachusetts Wage Act has a stricter interpretation, the federal Fair Labor Standards Act (FLSA) has a broader definition. “Employers in any state should certainly be cognizant of what their policies require them to pay at the time of separation,” write Michael and Ashley. “In the case of Nunez, reasonable minds could certainly have disagreed on whether the second installment of the retention bonus was ‘guaranteed’ to the plaintiff as he was technically employed on February 18, 2021, and not terminated for cause. Likewise, these cases are also instructive in that terms such as ‘wages,’ ‘bonuses,’ and ‘discretionary’ should not be assumed to hold our colloquial definitions when it comes to litigation.” Read more: https://bit.ly/4hnaANk (subscriber-based). #law360 #SegalMcCambridge #laborandemployment #wagesandemployment #massachusettswageact #FLSA

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Greenberg Traurig attorney Glenn Newman will speak on the New York City Bar Association Continuing Legal Education program webinar panel “Responsible Person Liability Under State and Federal Tax Law” June 11. This program will inform attorneys about various situations in which owners, directors, officers, and employees of businesses may be personally responsible for business taxes. The panel will discuss the various taxes and situations in which liability could arise and how to resolve the situation in the most effective manner. 💻 Learn more in our press release: https://buff.ly/3KoQUJU. #GTNews #GTNewYork #TaxLaw #SALT #CLE #Webinar

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Absolutely critical webinar next week folks. We will be teaming up with AC Evans and Drips to discuss the massive TCPA revocation rule change just ushered in by the FCC. This rule really will change everything you thought you knew about enterprise contact strategy and will require more coordination between origination and servicing arms than ever before. Truly game changing. We will dive deep into these issues as we explore the new rule and it's impacts. Join us next Tuesday October 22, 2024 at 10:00 am pacific! (Free for the first 500 attendees!) #webinar #tcpa #fcc #callcenter #contactcenter #revocation #consent #compliance #calls #sms #marketing #servicing #collection #debtcollection #crm #deservetowin

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BAST AMRON LLP attorneys Jeffrey Bast and Hunter Grasso and senior paralegal Jorge Miranda, Jr. successfully negotiated the resolution of two proofs of claim totaling over $100 million and related plan and confirmation objections, enabling the debtors to confirm their respective chapter 11 plans in related cases. Congratulations to the team! Click on the link to read more. https://lnkd.in/eG3VDutx. #insolvencylitigators #insolvencyandbankruptcy #insolvencyandrestructuring #Bankrutpcyinsights

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A federal judge granted Madison Square Garden Entertainment Corp.'s (MSGE) motion to dismiss in a case where the plaintiff accused MSG of using biometric data and facial recognition software to identify and remove attorneys in their arenas/facilities who had sued them, in violation of several New York data privacy statutes. Judge Lewis Kaplan of the Southern District of New York wrote that the "profit" plaintiffs allege from using biometric data to ban adverse attorneys from events and discourage them from filing cases was too attenuated from the plain text and reading of the statute, which says it is "unlawful to sell, lease, trade, share in exchange for anything of value or otherwise profit from the transaction of biometric identifier information." In the short opinion (attached), he closes by saying "As objectionable as defendant's use of biometric data may be, it does not--at least on the facts alleged--violate Section 12-1202(b)." So to my attorney friends prepping that lawsuit against MSG, maybe wait until after the playoffs before filing? That or find one of those Mission Impossible masks to wear to the game. #sportslaw #dataprivacy #biometric #facialrecognition

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