Yes, Even Angel Investors Need an Attorney

By  Dustin Rickett Being an angel investor is an exciting journey filled with opportunities, risks, and countless decisions. As you navigate the world of startup investments, building a solid foundation for success is crucial. While you may be a savvy investor with a keen eye for potential, you should seriously consider adding an attorney to your team. Before you roll your eyes too hard at an attorney advising you to

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If I Win a Lawsuit, Must the Losing Party Pay My Legal Fees?

By Charlie Carlin At Fortis Law Partners, we frequently help clients who entered into business transactions that later went sideways. When that happens, we guide our clients through determining whether or not it makes sense to sue the other party for breach of the contracts. To determine that, we must help our clients weigh the cost of the lawsuit—the bulk of which will come from attorney fees—against what they can

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Good Faith and Fair Dealing in Contracts

By Charlie Carlin The general rule in Colorado is that every contract contains an implied duty of good faith and fair dealing. See State Farm Mut. Auto. Ins. Co. v. Goddard, 2021 COA 15, ¶ 29, 484 P.3d 765, 772; Alpine Bank v. Hubbell, 555 F.3d 1097, 1104 (10th Cir. 2009). This means that if the contract confers discretion on how the parties must perform under that contract, there is

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New SEC Cybersecurity Rules: What Public Companies Need to Know

The Securities and Exchange Commission (SEC) has implemented new rules requiring all public companies, including emerging growth companies (EGCs) and smaller reporting companies (SRCs), to disclose material cybersecurity incidents as well as information regarding their cybersecurity risk management, strategies, and governance policies.[1] Why? Gary Gensler, SEC Chairman, stresses that consistent cybersecurity disclosure is decision-critical for investors. Therefore, these new rules underscore the necessity for public companies to reinforce their cybersecurity

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Thinking About Selling Your Business? Your Top 9 FAQs Answered by an Attorney who Helps Clients Sell Businesses

By Andrew Comer Selling a business can be a very time-intensive, complex, and overwhelming process. Many clients come to me wondering how or when to begin the sale preparation process (or, in some cases, are unaware that there is a preparation process!).  However, businesses that have taken time to prepare for a sale ahead of time are far more likely to obtain a higher valuation and experience a problem-free closing.

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Part 4: 7 Things Every Company Needs to Know and Do Now to Ensure Compliance with Colorado’s New Data Privacy Law 

By Tyler Rauert Data Controllers have important new obligations under Colorado’s newly-enacted Data Privacy Law. They are as follows: Under the law, controllers MUST: Under the law, controllers MAY NOT: Keeping these new obligations in mind, here are the seven things every business should do now in order to ensure compliance with Colorado’s new data privacy law: This issue isn’t going away.  Developing internal privacy expertise is critical to successfully and cost-effectively

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Nasdaq and SEC Adopt Final Executive Compensation Clawback Rules: What Are the Implications for All Listed Companies?

The Securities and Exchange Commission (SEC) has implemented new rules, now adopted by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq), requiring all listed companies, including emerging growth companies (EGCs) and smaller reporting companies (SRCs), to create and enforce executive compensation “clawback” policies.  What is a Clawback Policy? Clawback policies generally require publicly listed companies to recover, or “claw back,” excess incentive-based compensation paid to current

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Recent SEC Amendments to Insider Trading Laws – What You Need to Know

By Kaitlyn Dehmer On December 14, 2022, the Securities and Exchange Commission adopted amendments to Rule 10b5-1. The amendments are intended to strengthen insider trading protections and fill gaps left open by the original rule. The following provides a brief discussion of the new requirements imposed by the amendments to Rule 10b5-1. Requirement of Good Faith The good faith requirement of Rule 10b5-1 is expanded by the amendments. Now, any

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Corporate Transparency Act – Beneficial Ownership Information Reporting

The Corporate Transparency Act (CTA) requires certain entities to submit beneficial ownership information (BOI) to the Department of Treasury’s Financial Crimes Enforcement Network (FinCEN). On September 29, 2022, FinCEN issued a final rule outlining who must file a BOI report, what information must be reported, and when a report is due. The rule will become effective January 1, 2024. Here’s what you need to know: Who: Reporting Companies The rule

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SEC’s Final Executive Compensation Clawback Rules

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted new listing standards and rules to implement Section 954 (which added Section 10D to the Securities Exchange Act of 1934) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”). A link to the SEC final rule release is included at the end of this memorandum under the heading “References.” Consistent with Section 10D of

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