Tom Goldblatt

The #FTC issued a rule banning noncompete agreements. What is considered a #noncompete agreement under the Final Rule? How does the Final Rule impact current noncompete agreements? And what should employers do next? Join our multidisciplinary team of #employment, #antitrust, and government and regulatory litigation lawyers for a webinar that will shed light on these questions and more. Register today!

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On Aug 2, NTIA and Verisign exchanged letters regarding the .com cooperative agreement (https://lnkd.in/e7bqBVZf). These letters are very telling, especially in light of the House Commerce Committee letter sent July 25 from Commerce Committee Chair Cathy McMorris Rodgers, and Subcommittee Chairs Bob Latta and Morgan Griffith requesting information about “NTIA’s Internet domain name registry agreement with Verisign, Inc.” (https://lnkd.in/exr5GJC9). The House Commerce Committee letter raised serious concerns about the last amendment to the cooperative agreement, Amendment 35, and how "Monopolistic elements and excessive domain name price increases stifle the ability of potential .com registrants to conduct business online." It is not shocking that NTIA states in its letter to Verisign its "intent to renew” its Agreement with Verisign. NTIA has no choice but to renew, as Verisign has stated publicly. That is because the language in Amendment 35 states the following: “Notwithstanding anything in the Cooperative Agreement to the contrary, the Department and Verisign agree that: (i) upon EXPIRATION or TERMINATION of the Cooperative Agreement, neither party shall have any FURTHER OBLIGATION to the other and NOTHING shall prevent Verisign from OPERATING the .com TLD pursuant to an agreement with ICANN or its successor.” In other words, if NTIA does not renew, Verisign will get .com with no Dept of Commerce oversight and zero price restrictions. What is even more troubling, and captured in the NTIA letter to Verisign is the statement: “We appreciate Verisign’s commitment to work together toward mutually agreed solutions.” The reason for that language is that Amendment 35 includes this provision, “neither party may amend the Cooperative Agreement without the mutual written agreement of the other” (https://lnkd.in/edKpK4Dq). So Amendment 35 not only gave Verisign an automatic, no-bid renewal of .com with an “up to 7%” automatic price increase with no economic justification but Amendment 35 cannot be changed unless mutually agreed to by both DoC and Verisign. So the reality is that DoC has no real leverage to make any substantive changes to the Cooperative Agreement that are in the best interest of the American people but only changes that Verisign believes are in the best interest of Verisign and its stockholders. The Cooperative Agreement is not for Verisign's benefit to maintain its 57% net profit margins but for the benefit of the American people. Although the price of .com is important, the fundamental relationships between NTIA, Verisign, ICANN, and the other contracted parties like GoDaddy, NameCheap, ISOC, are very troubling, and the House Commerce Committee needs to investigate. I hope Congress will use its oversight power to help safeguard the ICANN multistakeholder process from being dominated by the Internet Plumbing Monopolies. I and many others are waiting and willing to help.

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Which cap table management software should you use? Managing your cap gets complex when you start bringing on investors or negotiating equity comp. Software can dramatically simplify this process, and we highly recommend using them as early as possible. But which one? Three of the big players are Carta, Pulley, and Astrella. Our thoughts on each: — CARTA: ✅ Comprehensive feature set, including 409A valuations, equity plan admin, investor relations, etc. We personally find the round modeling and exit waterfall modeling to be particularly useful. ✅ User friendly for founders and investors. ✅ Widely trusted in the investment community. ✅ Automated regulatory compliance. ❌ Pricing can be high, especially for early-stage companies with a bunch of stakeholders (problematic after crowdfunding.) They do have a free tier for up to 25 stakeholders and $1M raised, but that doesn’t include some of the other features. ❌ Complex for small startups. — PULLEY: ✅ Has a range of features specifically for early-stage companies. ✅ Easy to use. ✅ Large library of educational resources for founders. ❌ Feature set might be limiting as you grow. ❌ New player playing catch-up. — ASTRELLA: ✅ Uses AI and blockchain to automate administrative tasks and ensure data accuracy. ✅ Robust feature set. ✅ Competitive pricing - promises to halve your current Carta invoice. ✅ User friendly. ✅ Good support for global companies, including multi-currency and multi-jurisdictional features. ❌ Overkill feature set for early-stage companies. ❌ Not as well known as Carta in the investor community. Our take: unless you could really benefit from some of the functionality in Astrella, we’d recommend going with Carta. Pulley is playing catch-up, but you’d likely need to migrate to Carta as you grow anyway, so might as well start there. Carta is already well-known by your investors, attorneys, accountants, and other stakeholders. And while it’s not cheap, it’s reasonable for what you get. Whichever platform you choose, it’s imperative you set it up correctly. Your current attorney might be willing to help you make sure it’s up to date - if not, we’d be happy to help. 😉

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Thank you Fransmart and Dan Rowe for having me on the Smart Franchising Podcast! Whether you are a franchisee, franchisor or interested in learning more about the business of franchising, this episode is for you! Tune in tomorrow, 5/14: https://lnkd.in/eKZU6Pqr #franchising #fransmart #IFA #business #growth #podcast

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Highly Capitalized Network-HCN interviewed Matt Hawkins, founder and Managing Partner of Entourage Effect Capital at the recent Benzinga's Cannabis Capital Conference in Hollywood, Florida. Chatting to financial expert Rachel Wright, CPA, MST for Highly Capitalized Network-HCN, Matt tells Rachel how his firm was originally founded in 2014. Since then, he has been actively #investing in Cannabis. Entourage Effect Capital or EEC (formerly know as Cresco Capital Partners) is a Cannabis investment firm. They're currently deploying #funds & investing in companies positioned to scale in Cannabis. Matt shares how Entourage Effect Capital are about to launch their #4th fund, and have backing from #institutional investors. He also talks about how #capital is coming back into the space but still, there's not enough capital for everyone. He was at Benzinga to meet his investors, as well as the companies in which his fund has #invested, many of whom were at Benzinga's Cannabis Capital Conference. For these and other interviews with people making an impact, follow Highly Capitalized Network-HCN here on LinkedIn and subscribe to our newsletter at www.highlycapitalized.com and never miss an #HCNInterview in #Cannabis

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BENZINGA! Oh what a week it was in Chicago, IL at the bi-annual Benzinga's Cannabis Capital Conference. Here are my key takeaways (after sleeping for the past 2 days): 1. NOT ALL MARKETS ARE CREATED EQUAL. - Missouri continues to be RED HOT. Cash flow is abundant. - Ohio is heating up, despite a semi-slow start, will be a STRONG market - Florida is the talk of the town, with Rec looming, assets will TRADE here. Will have TWO operational businesses on the market here soon. :) If you have interest in retail and verticals in Missouri, Ohio, IL, NJ or even NY and PA reach out. We've got exclusive mandates. ps - does anyone know about New Buffalo, MI? You should ask if not. 6 of the top 10 dispensaries in the COUNTRY are here. And its MICHIGAN! 2. IRRATIONAL EXUBERANCE CONTINUES. - Half of you don't realize where true market value lies right now. - Its a BUYERS market. Period. - Dispensaries across the board trade at 0.5x to 1.0x top-line, not 2x or 3x. I'm sorry, but I cannot sell your store that does $3M in Rev, but loses money, for $8M. It isn't gonna happen. Buyers are picking up assets in good markets for HALF a turn of revenue. Blame lackluster policy and a weak capital market. 3. THIS INDUSTRY IS FULL OF GREAT AND SMART PEOPLE. - Even though times are tough, the energy was POSITIVE this week. - People were excited, motivated, and look forward to the future. - Deal talks this week were surprisingly good. Lots of folks are EAGER to transact and actually open to listening to good advice. It was a pleasure to see all of you this week. If I didn't get around to meeting, shoot me a note. I was running on ZERO sleep and note to self: never take a red-eye the night before a conference ever again. Can never quite catch up on sleep at Benzinga. Its non-stop action! Shout out to those who I saw (sorry if I miss your tag; LinkedIn has limits): Seth Yakatan Angela Pih Jason Wild Rosie Mattio Jamie Mendola Luna Stower, MAT✨ Jackie Gonzalez-Becerra Lori DeCarlo Gail Rand, CPA Eiran Feldman Frank Perullo Lucas Hoefflicker Bryan Barash Tim Barash Jared M. Kevin E. Riggs, P.E. Alexa Alianiello Willie McKenzie Dan Roda John Pennington Todd Harrison Charlie Wilkinson Aubrey Amatelli 💘 John Darwin Daniel Neville Dan Nicholls, CFA John V. Pellitteri Mitchell Osak Brandon Harshbarger Blair Fish Brett Puffenbarger Darcie Fankhauser Trent Woloveck Bryan Gerber Joe Donnelly Leah Haselhorst Adam Stettner Bob P. Scott Delgado Cant wait to see you in MIAMI for Benzinga 2025! Hope everyone's conference was fruitful. Onwards! 👏

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The Hidden Risks of Overpaying for Small Businesses When it comes to acquiring a small business, one of the biggest mistakes you can make is overpaying. Let's break down why this is a critical issue using a real-world example I recently came across—a retail quilting shop in Indiana. This business had some promising aspects: seller's discretionary earnings of $257k annually and total sales of just under a million dollars. On the surface, it might seem like a worthwhile investment. But here’s where it gets tricky: the asking price was $1.25M, with a requirement for 100% cash down. That's a 5X multiple on the earnings, which is quite high for a small retail business. Here’s why overpaying is a dangerous game: Return on Investment (ROI): At a 5X multiple, your ROI is stretched thin. You’re essentially betting that the business will continue to perform at its current level or better. In a retail environment, especially one focused on a niche hobby like quilting, that’s a risky bet. Market Vulnerability: Retail businesses are already facing significant challenges from e-commerce giants like Amazon. Add the fact that quilting is a hobby, not a necessity, and you've got a business that’s highly susceptible to economic downturns. Lack of Flexibility: The seller’s demand for 100% cash down removes any flexibility for creative financing solutions. Without seller financing or terms, you’re shouldering all the risk upfront. This is never a favorable position for the buyer. Asset Overvaluation: The business had $390K in inventory and $40K in FF&E. While these numbers might seem solid, always question if these assets are overvalued to justify the high asking price. When evaluating a business for acquisition, it’s crucial to keep a critical eye on the financials and market conditions. #SMB #ETA #finance #Cashflow #investing

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If you're in the BaaS space or considering it, understanding the key risks from the Synapse/Evolve debacle is mandatory. "Similar in scope to the orders issued against other partner banks, the regulators cite insufficient risk management policies and procedures, deficiencies in Evolve’s BSA/AML and OFAC compliance, and concerns over staffing, training, and recordkeeping." Read more at the link below.

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The Franchise Memorandum Issue 302 is available now! This month’s compendium of legal developments of interest to franchisors includes matters related to arbitration, contracts, choice of forum/venue, jurisdiction and procedure, DOJ and SEC attention on a franchisor, and payment systems. Read the articles at https://bit.ly/3Vx0KzB #franchiselaw #franchisor #TheFranchiseMemorandum

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🎙️ Law Firm Owners, ready to boost your revenue through referrals? 🚀 Catch "Ep 58: How to Maximize Referral Fee Revenue" on The Lawyer Millionaire Podcast with Arya Firoozmand, Esq., CEO of Overture Law. #LawFirmLife #LegalTech #LawyerMillionairePodcast #AttorneyReferrals #LegalMarketing Share your thoughts below! 📩✨

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1️⃣ Lack of Understanding: Many entrepreneurs don't fully comprehend the details in the Franchise Disclosure Document (FDD). 📄 2️⃣ Ignoring Key Sections: Skipping over important parts like fees and obligations can lead to costly mistakes. 💸 3️⃣ Not Seeking Legal Help: Without expert legal counsel, you might miss critical issues. 🕵️ Visit our website: http://www.yoelmolina.com Share or comment if you found this helpful! #Franchise #LegalAdvice #BusinessTips #corplaw #businesslaw, #entreprenuership

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New Episode Alert! Ever wondered what it takes to craft a Letter of Intent (LOI) that seals the deal? Check out the fourth episode of Dealmaking with Laura DiFrancesco and learn what goes into an effective LOIs! 🔑 Key Insights: - Explore the essential components of a powerful LOI - Learn negotiation tactics that drive successful outcomes - Understand binding vs. non-binding elements in LOIs, crucial for setting the stage for detailed negotiations. Catch the full episode now on Spotify, Youtube, and Apple Podcasts! New episode every Tuesday!

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Is your company truly ready for debt? Many companies believe they are, only to discover they could use more support along the way. In our latest blog, we dive into what it takes to attract lenders and provide a free resource to help you build a stronger data room. Curious if your company is prepared? Check out the blog and let’s connect to explore how we can support your journey.

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