Josh Wallenstein

The Most SPAC-tacular Blog Title Photo illustration: 731: Photo: Alamy Every SPAC is an SPV, but not every SPV is a SPAC. (You’re welcome).  A “SPAC” is a “Special Purpose Acquisition Company.”  Legally, it is a shell company that raises funds through an IPO, which allows the subsequent easy listing of an operating company later […]

The U.S. Antiboycott Regulations: Permission to Violate Foreign Law? The United States Antiboycott Regulations were promulgated to prevent U.S. citizens or companies from complying with any boycotts not sanctioned by the United States.  Wait, are you saying I can’t comply with applicable law?   Well…maybe. Background:  from time to time, countries decide to prevent interactions with

Force Majeure: Radical Post-COVID Changes? A Force Majeure clause addresses unexpected events beyond either party’s control that affects contractual performance.  In common law jurisdictions, Force Majeure is a contractual remedy; in many civil law jurisdictions, Force Majeure is prescribed by code.  Long seen as “boilerplate” in all jurisdictions, Force Majeure clauses only become “critical” in

Boilerplate: Mere Sophistry or Critical Language? “Boilerplate” is contract language that is generic or standard across various contract types. Typically used to safeguard against common problems, it is often dropped verbatim into almost every contract without edits or review. For lawyers, reading boilerplate often feels like “déjà vu all over again”. It’s a trap, my

Is the United States Corrupt? Corruption is a very real threat. It wastes scarce taxpayer dollars and diverts investment in our communities. It erodes our trust in the public sector to act efficiently and in our best interests. It distorts incentives and ultimately undermines social welfare programs, economic growth, and social equality. In fact, studies

One in a Million: Which Compliance Training Vendor is Right For Me? Scientific studies suggest that choices create anxiety.  Decisions made with a lack of confidence only exacerbate this anxiety.  Unfortunately, we know that streaming services – while practically essential to our sanity – are not all created equal.  Netflix, Prime Video, Disney Plus, HBO

Sock it to Rocket: 3 Reasons Why Lawyers Beat RocketLawyer and LegalZoom The gig economy now officially threatens the legal industry. Online technology companies like Rocket Lawyer and Legal Zoom offer templated legal documents for a fraction of the cost of visiting an actual lawyer. For a modest subscription, you can get a merger agreement,

12 Predictions: How COVID-19 Will Change the Legal Profession At this point, who is NOT sick of 2020?  This year has been full of ups and (way too many) downs; many of the latter a consequence of the COVID-19 pandemic. One thing we are sure of:  post-COVID life won’t parallel pre-COVID.  How will COVID change

Three Recommendations Relating to Federal Clearance of Foreign Investments in U.S. Businesses What do you mean, “CFIUS requires review under FIRRMA”?   (Our compliments to the federal government, that always manages to create indecipherable word salad.) Digesting the above:  the U.S. government wishes to limit or prevent certain foreign investments in U.S. businesses that implicate “national security”.

Whistleblowers: Three Predictions (and One Solution) A “whistleblower” is an individual reporting suspected violations of ethics, policy or law.  Good companies use such reports to advance systemic improvements, mitigate risk, appropriately discipline violators, and – occasionally – appropriately prepare for prosecution.  Bad companies ignore good faith internal reports at their peril, and encourage whistleblowers to