Minneapolis Real Estate Attorneys & Lawyers

Rule 145: What is it?

Rule 145 is an SEC rule that allows companies to sell certain securities without first having to register the securities with the SEC.  This specifically refers to stocks that an investor has received because of a merger, acquisition, or reclassification.

When Registration Is Required Under Rule 145

In addition to allowing certain types of securities to go unregistered, Rule 145 also requires that the following transactions must be registered if security holders vote on such transactions:

• Reclassification of securities that will replace one security for a different one. 
• A merger, consolidation, or acquisition where the securities of one corporation or company are exchanged for those of a different company or organization.&n

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A commercial lease for office or retail space is a serious commitment for your business. They are typically long-term contracts lasting at least five years, the rent is often your second-biggest monthly expense after payroll, and the rights and limitations in your lease agreement have major effects on your ability to expand, contract and relocate your business.

Companies large and small can make major mistakes when planning for new space and negotiating the lease - these are the most common.

1. Not Allocating Enough Time

Conventional wisdom in the commercial real estate industry is to allow six to 12 months to complete a deal for less than 10,000 square feet and nine to 18 months for larger deals. The lead time is required for the various complicated steps in any business relocation - due diligence of possible locations, nego

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What Is Cumulative Voting?

Cumulative voting is a type of voting system used by a company's shareholders that allows them to distribute their votes between candidates when voting for a company's directors. It is also known as proportional voting.

Shareholders get one vote per share that they hold, multiplied by the number of directors that need electing.

Where multiple candidates are running for a position, each shareholder can choose between voting for a single candidate or splitting their votes between multiple candidates.

How Does Cumulative Voting Work?

If a shareholder with 10 shares is participating in a vote for two open board seats, with Candidates 1 and 2 running for one seat, and Candidates 3 and 4 running for the second seat, they would receive 20 votes (10 x 2). The shareholder's options are as follows:

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What Is the Economic Espionage Act?

The Economic Espionage Act was established by Congress on October 11, 1996, as a comprehensive framework by which law enforcement agencies can prosecute those who steal trade secrets.

Why Is the Economic Espionage Act Important?

The definition of "trade secret" is broad. Trade secrets are defined as all types of scientific, business, financial, economic, technical, or engineering information. This information can come in various forms, including programs, codes, processes, procedures, techniques, and methods.

Both the tangible and intangible are covered under the EEA.

As long as an owner has taken the necessary precautions, also known as "reasonable measures," to keep the information a secret, he or she is protected by the EEA.

Violating the EEA entails severe penalties. Individuals convicted under the foreign government section of the

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What Is Specific Performance?

Specific performance is the legal concept that anyone who signs a contract is bound to the terms of the contract. It encompasses the idea that all parties to a contract are bound by the exact terms stated in that contract and that there are remedies that a wronged party can pursue when someone is in breach of those terms. These remedies include filing a lawsuit to collect damages or seeking a court order requiring the infringing party to live up to their obligations. The latter remedy is specific performance. 

Specific performance remedies require taking a hard stance as to the language in the contract. It is important because it carries the weight of the courts behind it to hold contractors to their agreements. If a party fails to uphold their end of the bargain, they can be fined, held in contempt of court, or even arrested. 

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