In this episode, Kate Letcher speaks with Mian Wang about her strategies and approach to become a more effective woman lawyer, and highlights ways for women to succeed in the profession.Kate Letcher is an associate in Tressler LLP's Chicago office in the firm's litigation practice. She is a vice chair of the ABA Business Law Section's Women’s Commercial and Business Advocates Committee.  Mian R. Wang is a shareholder in Greenberg Traurig’s Boston office where she focuses her practice on high-stakes business litigation. She represents public and private companies, financial institutions, directors, officers and individuals before state and federal courts in commercial and bankruptcy litigation. Her practice covers multiple disciplines and industries, including education, health care, event management, start-up firms, financial institutions, and commercial finance and asset management firms.

Business Law Section Leadership: Episode 2: How I Became A More Effective Woman Lawyer

In this episode, international lawyer Tom Morante provides keen insights into the opportunities and rewards of becoming an international lawyer, as well as describing the complexities of this practice area.  Tom advises clients on U.S. and foreign insurance and financial services regulatory, compliance, and cross-border transactional matters. He handles matters involving life and annuities, health, insurtech, data privacy and cyber risk, and D&O insurance. He is fluent in Spanish, and has studied in Colombia, Mexico, and Spain. He leads Carlton Fields’ International Insurance Regulatory Team and serves on the Advisory Board of Inter-American Dialogue’s Financial Services Advisor publication. In addition, he chairs the Business Law Section’s International Coordinating Committee and its Business Law Now Board, and serves on the Section's Marketing Board.

The host of this episode is Shazia Ahmad .  Shazia is the Vice President of Regulatory Reporting at Wells Fargo. She has a broad range of experience in areas of legal, regulatory compliance and finance for financial instituitions and media companies including Wells Fargo & Co., Credit Suisse, JP Morgan & Chase and Viacom. She joined the Business Law Section of American Bar Association (ABA) as the national law student liaison and now is the Chair of the Young Lawyer Committee and Vice Chair of the State and Local Banking Subcommittee.

Business Law Section Leadership: Episode 4: A View of an International Lawyer --  Tom Morante

Host Justice Richard A. Licht of the Rhode Island Superior Court leads a panel of experienced business divorce practitioners in presenting a short hypothetical skit and then analyzing frequently raised business divorce issues.  In this episode, the panel tackles preliminary issues to consider when a client is presented by a likely business divorce, including issues of entity type, fiduciary duties, extrajudicial and judicial remedies and factors that may limit the ability of a party to bring suit.  Panel members include Melissa N. Donimirski of Heyman, Enerio, Gattuso & Hirzel, LLP in Wilmington, DE, Oderah Nwaeze of Faegre Drinker Biddle & Reath LLP in Wilmington, DE, John C. Sciaccotta of Aronberg Goldgehn Davis & Garmisa in Chicago, IL and Byeongsook Seo of Snell & Wilmer LLP in Denver, CO.

Business Divorce: Episode 1: It’s Definitely You… Not Me

Host Gary J. Ross discusses mergers and acquisitions with John Coates, Professor of Law and Economics at Harvard Law School, former partner at Wachtell Lipton, and former Acting Director for the Division of Corporation Finance and General Counsel at the SEC. Gary and John discuss trends in global M&A deals, the significance of business and legal due diligence, motives behind whether deals are structured as stock or asset purchases, M&A representations and warranties, and whether it’s worthwhile to have a letter of intent in a deal negotiation.

VC Law: Episode 7: Discussing M&A Deals with John Coates

In this episode, learn how a debtor was forced into bankruptcy only to flee to France with his wife, a land rover, their beloved dogs…and some notorious diamonds. What do you do when your lavish lifestyle, complete with designer clothes, giant diamond rings, and high-end cars, is brought crashing down by an involuntary bankruptcy petition? 
 
In the case of the once highly successful developer Michael Mastro, you hide everything you can from the reach of the Courts and flee to Europe with your wife, dogs, and a Land Rover. A central part of this case involved two missing diamonds, one of 27.8 carats and one of 15.93 carats, which the FBI eventually recovered.  In this episode, “Bad Boys of Bankruptcy” host Judge Elizabeth Gunn sits down with the chapter 7 Trustee James Rigby; Thomas Buford, the then assistant U.S. Trustee; and Aimee Willig, one of the trustee’s counsels, to discuss the broad reach of bankruptcy law when attempting to pull assets back into the estate.

Bad Boys of Bankruptcy: Episode 1: Michael Mastro – A Debtor’s Stylish French Exile

TelexFree purported to sell an internet phone servicing allowing free calls to Brazil and Latin America, it was one of the largest pyramid schemes in history, conning 1.8 million victims worldwide. When the whole pyramid came crashing down it resulted in criminal prosecutions, class action lawsuits, and a bankruptcy case. The bankruptcy court, as is often the case where there is a massive number of victims, was deemed the most efficient way to wind down the scheme while providing equal treatment to similarly situated claimants.  In addition to the need to adjudicate a massive number of claims, the trustee has sought to recover from the “net winners” in the scheme to pay the claims of the “net losers.”  In this episode, Judge Elizabeth Gunn, Steve Darr – the chapter 11 trustee in TelexFree, and former U.S. Attorney Andrew Lelling will discuss the unique challenges and considerations in using the Bankruptcy system to unravel a multi-million-dollar Ponzi scheme.

Bad Boys of Bankruptcy: Episode 2: Explore the Unraveling of a Massive Ponzi Scheme from S. America

Host Gary J. Ross talks with Lisa Stark, Partner in the Wilmington office of K&L Gates and a former litigator who now focuses on corporate governance, private equity and venture capital, and M&A. Gary and Lisa discuss the importance of several Delaware court cases, including In re Trados Inc. Shareholder Litigation and In re Nine Systems Corporation Shareholders Litigation. Other topics covered include the complex fiduciary duties of directors/investors within the VC context; the business judgment rule and “entire fairness” standards of review; and Lisa’s opinion on whether to include arbitration clauses in contracts.

VC Law: Episode 14: Delaware court cases you should know as a VC; a Discussion with Lisa Stark

In this episode, Judge Elizabeth Gunn speaks with Kristen E. Burgers, partner at Hirschler Law, on how a bankruptcy trustee almost got away with millions . . . and how he got caught.    

Bankruptcy trustees hold a unique position of public and judicial confidence, being charged with the honest marshaling and accounting of debtors’ assets. In this episode, we explore what happens when a trustee violates that confidence by misappropriating funds and weaving a web of lies to cover his tracks. Bruce Matson was a renowned member of the Virginia bankruptcy community, often assigned some of the largest – and most complex – bankruptcy and receivership cases in the region. Yet when he took the helm of LandAmerica Financial Group, a series of seemingly innocuous anomalies led to the discovery of millions of dollars in wrongfully siphoned funds.

Bad Boys of Bankruptcy: Episode 3: From the Courthouse to the Big House: Bruce Matson

In this episode, host Stephen Pike, Co-Leader of the ESG Advisory Services practice at Gowling WLG in Toronto, talks with Peter Tomczak, Chair of Baker McKenzie's North America Litigation and Government Enforcement Practice Group, about ESG Litigation and Risk Management - two critical issues that are challenging businesses and their boards of directors today.

ESG in the Boardroom: Episode 2: ESG Litigation and Risk Management

Bankruptcy law requires that professionals seeking to be paid from the estate to publicly disclose their connections to the case.    In 1998, John Gellene, a former partner of the prestigious law firm now known as Milbank LLP, was found guilty for knowingly and fraudulently making false declarations under penalty of perjury.   In connection with seeking to be retained as debtor’s counsel in a bankruptcy case, Gellene failed to disclosure connections the firm had to creditors in the case.   His motivation for not disclosing these connections is that if he had his firm would likely have been disqualified from representing the debtor.    As a result of Gellene’s actions, Gellene served prison time and Milbank had to disgorge $1.8 million in fees.   In this episode, Judge Elizabeth Gunn and Judge Steven Rhodes will discuss the Gellene case, the bankruptcy laws requiring disclosures and more recent situations involving parties in bankruptcy cases failing to disclose connections.

Bad Boys of Bankruptcy: Episode 6: John Gellene: A Bankruptcy Lawyer Goes to Jail

Since the Great Recession, foreclosure rescue and mortgage modification scams have been a growing problem, costing individuals thousands of dollars and even their homes. In one particular case, Owner Management Service, foreclosure rescue scammers convinced defaulting, desperate homeowners to transfer title to their homes to avoid an impending foreclosure. In this episode, Judge Elizabeth Gunn will be joined by bankruptcy attorney Sharon Weiss to discuss the substantive consolidation judgment that was achieved in the Owner Management case, dangers of foreclosure scams, and the challenges in trying to unwind these types of businesses and identify estate assets.

Bad Boys of Bankruptcy: Episode 7: The Case of Owner Management Service

Host Gary J. Ross talks with Ben Kwon, Partner at Nixon Peabody and longtime co-chair of the ABA BLS Fund Formation subcommittee. Gary and Ben cover the basics of forming a venture capital fund, including the various entities that constitute a fund and the legal documents that govern fund terms and operations.  Ben discusses key tax considerations and the “distribution waterfall” that allocates profit among the fund’s participants.  Gary and Ben also touch on issues with a fund trying to change fund terms after launch.  The episode concludes with some advice for emerging fund managers.

VC Law: Episode 17: Basics of Fund Formation with Benedict Kwon

The Rooker-Feldman doctrine is a regularly used legal precept often asserted as a defense in bankruptcy courts to characterize actions as appeals or reconsideration of state court judgments. This is exactly what happened after a Massachusetts based con-man manipulated 'Tess', a wealthy woman at a crossroads out of approximately $6M and then convinced her to dismiss, with prejudice, a pending state court action against him. After overcoming this legal struggle, the litigation team was able to track down and collect many of the assets acquired by the con-man with Tess’s money for the benefit of her creditors. Judge Gunn is joined by Stephen Huggard, Scott Magee, and Chris Condon to discuss Rooker-Feldman, its limitations, and how a chapter 11 bankruptcy allowed her to claw back $2+ million, and granted 'Tess' a fresh start.

Bad Boys of Bankruptcy: Episode 8: The Unfortunate Heiress: Unwinding a Swindle

Host Gary J. Ross talks with Robert Gunderson, the founding partner of Gunderson Dettmer and a top-tier venture capital lawyer for over 40 years. Gary and Bob discuss Bob’s experience at the start of venture capital law and its evolution over time, including the impact of new regulatory requirements and the NVCA model forms, as well as changes in the IPO market and the importance and growth of the private markets. Gary and Bob also touch on the basic structure of venture capital funds and the value of private versus public boards in connection with fiduciary duties.

VC Law: Episode 21:The History of Venture Capital Law with Robert Gunderson

Host Gary J. Ross talks with Gregory S. Fryer, partner at the law firm of Verrill Dana. Gary and Greg explore the implications of the Corporate Transparency Act (CTA), scheduled to go into effect on January 1, 2024. The CTA will require tens of millions of companies to register with FinCen, an arm of the U.S. Treasury, with the intent to enable FinCen to develop an enormous database of individuals. Gary and Greg discuss the broad privacy and logistical concerns created by the CTA, and also touch on which companies will be required to file with FinCen, what information must be disclosed, the filing process, and the current availability of the forms.

VC Law: Episode 22: Corporate Transparency Act

Host Gary J. Ross and Sara Hanks of CrowdCheck discuss Regulation A, a longtime securities regulation exemption for public offerings that was greatly enhanced by the JOBS Act. Sara first talks about founding CrowdCheck after a career at the SEC and as a partner in Biglaw, and then Gary and Sara discuss the history, mechanics and uses of Reg A+. Among the topics touched on are Tier 1 and Tier 2 offerings, which companies are best suited for Reg A+, how companies selling collectibles use Reg A+, recent SEC actions against issuers relating to post-qualification supplement and amendments, and why venture capitalists should look into Reg A+ offerings.

VC Law: Episode 23: Regulation A+ with Sara Hanks, CEO of CrowdCheck Inc.

Host Gary J. Ross talks with David Willbrand, Chief Legal Officer of Pacaso and author of Seed Deals.  David discusses the ins and outs of startups and how they differ from small businesses, noting that startups “focus on innovation and disruption, doing something new,” typically leveraging technology and intellectual property with a focus on growth over profit. Gary and David discuss topics relevant to seed-stage companies, including convertible debt instruments, the movement towards using a simple agreement for future equity (SAFE), the post-money SAFE, and how founders and investors evaluate the risk of their early-stage investment.

VC Law: Episode 24: Seed-Stage Companies with David Willbrand

Host Gary J. Ross talks with Curtis Mo, partner at DLA Piper and a leading Silicon Valley corporate and securities lawyer. Gary and Curtis discuss venture-backed startups and the issues that arise in IPOs vis-à-vis acquisitions. Curtis provides insights as to how companies interact with investment banks in the time leading up to an IPO, and why underwriters tend to price companies more favorably when those companies are venture-backed. Gary and Curtis also share thoughts on valuations and the “IPO ratchet”, due diligence, SPACs, reporting requirements, and the JOBS Act.

VC Law: Episode 26: Venture-Backed Companies IPOing with Curtis Mo

Subchapter V has broad applicability and has been used by a wide variety of businesses and individuals since being enacted. There are, however, key limitations to who can seek to reorganize in Subchapter V and the benefits Subchapter V is capable of providing. In this episode, podcast host Mac VerStandig is joined by David Mawhinney to discuss some of those limitations.

Subchapter V: Episode 1: Subchapter V’s Limitations

Host Gary J. Ross discusses Business Development Companies (BDCs) with John Mahon, Partner at Proskauer Rose LLP. John began his career working at the SEC, and since then has devoted his practice to BDCs and registered funds. John explains how BDCs are a hybrid between a standard investment fund and a traditional finance company. Among the topics covered are congressional requirements for BDCs since their creation in 1980; the growth from four BDCs in the 1980s to a burst of them over the past twenty years; fee structures for BDCs; and their prominence in the venture lending space. Thanks for an informative talk, John!

VC Law: Episode 27: Business Development Companies with John Mahon, Partner at Proskauer Rose LLP

Host Gary J. Ross discusses cannabis law with Hilary Bricken, Partner at Husch Blackwell.  Hilary’s experience in cannabis law dates back to 2010 in Seattle when she was advising clients looking to take advantage of the dismantling of state laws against commercial cannabis activity. Hilary talks about cannabis regulation and enforcement at the state level and implications for both entrepreneurs launching cannabis-related businesses and investors in those businesses. Among other topics, Gary and Hilary also discuss banking issues and Canadian cannabis stocks trading on the OTC markets in the U.S. Thanks for a highly enlightening talk, Hilary!

VC Law: Episode 28: Cannabis Law with Hillary Hilary Bricken, Partner at Husch Blackwell

In Episode 5, host Jordan L. Fischer, Esq. interviews Diane M. Janosek, current CEO of Janos LLC and former member Defense Intelligence Senior Executive Service.  Ms. Janosek also served as the National Security Agency’s Deputy Chief of Compliance. In this episode, Diane provides a detailed look at the challenges that both the private and the public sector have in complying with evolving cybersecurity risks and regulations. Diane and Jordan dive into the challenges for technical innovation in light of emerging restrictive regulations and enforcements.

For more information on Diane Janosek, visit https://www.linkedin.com/in/diane-janosek-abc/. To contact our host, Jordan L. Fischer, Esq., regarding this podcast or to inquire into becoming a guest, please contact Ms. Fischer at jordan@jordanfischer.me.

Cyber Security and Data Privacy: S4E5: Complying with Cybersecurity Risks and Regulations

Host Gary J. Ross talks with Davidson Oturu, Fintech attorney and Managing Partner at Nubia Capital, a VC firm focused on tech startups in Africa. Davidson starts by discussing his experience drafting the Nigeria Startup Act. Gary and Davidson then talk about the use of Delaware C-corps by African startups, including conducting the “Delaware flip” and dealing with laws requiring local shareholders. Davidson covers exit options for African companies, and some of the differences he sees between VC in Africa and VC in the U.S. Davidson closes the episode by giving his thoughts on impact investing and the overall African market for investors.

VC Law: Episode 29: Venture Capital in Africa with Davidson Oturu

In Episode 6, host Jordan L. Fischer, Esq. interviews Ellie Ludlum, partner at Pinsent Masons, specializing in cyber and data risk, with significant experience of acting for insurers and insureds operating in a range of sectors including financial institutions, manufacturing, technology and media.  In this episode, Ellie provides detailed insight into the newly adopted European Union AI Act, and its practical implications for businesses. She talks through how the UK is also addressing AI, and the likely impact of evolving regulations on the impact of AI within businesses.

For more information on Ellie Ludlum, visit: https://www.linkedin.com/in/ellie-ludlam-a7736927/. To contact our host, Jordan L. Fischer, Esq., regarding this podcast or to inquire into becoming a guest, please contact Ms. Fischer at jordan@jordanfischer.me.

Cyber Security and Data Privacy: S4E6: The EU AI Act, and How It Will Impact Businesses

In this lively episode you will learn the evidentiary standards required for confirmation of a chapter 11, Sub V plan in both consensual and contested confirmation hearings from a retired bankruptcy judge and an experienced restructuring attorney.  The panel will delve into the quantum of evidence required under section 1129 as well as specific methods of meeting your burdens.  Recognizing that resources are commonly scarce in Sub V cases, the panel will focus on ways to meet those burdens through your client or other witnesses that do not require the expenditure of professional fees.  The episode offers highly practical advice and cites specific cases that will help you get through the process. It also makes suggestions on when you need an expert, how to evaluate the qualities your expert should bring to the stand, and who never to call as an expert!

Subchapter V: Episode 3: Subchapter V’s Evidentiary Standards

Hannah Hutman and Mac VerStandig discuss how the growing merchant cash advance industry impacts small business bankruptcy cases. Some debtors and trustees treat merchant cash advances as ordinary secured – or unsecured – debts; some debtors and trustees look at the transactions as fraudulent conveyances. This episode covers key points in determining whether a claim is really secured and strategies for taking on these increasingly frequent obligations.

Subchapter V: Episode 2: Merchant Cash Advances in Bankruptcy

Host Gary J. Ross discusses impact investing with Chintan Panchal, Partner at RPCK Rastegar Panchal. Chintan starts off the episode by defining “impact investing,” which he describes as investing in solutions to societal problems through an entrepreneurial lens. Gary and Chintan then discuss the history of impact investing, the intricacies of an impact deal, and prominent players such as Development Financial Institutions. Additional topics covered include obtaining impact reports, negotiating DFI side letters, and working with donor-advised funds, as well as the role of faith-based investors. Chintan closes by telling of his favorite impact investing deal.

VC Law: Episode 30: Impact Investing with Chintan Panchal

In Episode 7, host Jordan L. Fischer, Esq. interviews Jennifer Williams, partner at Freeh Sporkin & Sullivan, specializing in national security and cybersecurity risk. In this episode, Jennifer provides insight into the evolution of national security and cybersecurity during her tenure at the Department of Justice, and how the DOJ has evolved to meet changing cyber risks. Jennifer also talks through how she learned to take her traditional legal career and become a cybersecurity specialist, advising both the government and now the private sector on how to mitigate cyber risk. 

For more information on Jennifer Williams, visit: https://www.linkedin.com/in/jennifer-arbittier-williams/. To contact our host, Jordan L. Fischer, Esq., regarding this podcast or to inquire into becoming a guest, please contact Ms. Fischer at jordan@jordanfischer.me.

Cyber Security and Data Privacy: S4E7: Translating Between Law and Technology

In this episode of The Subchapter V Podcast, David Mawhinney is joined by Hon. Frank J. Bailey, U.S. Bankruptcy Judge for the District of Massachusetts (Ret.) and Andrew Lizotte, shareholder at Murphy & King P.C. to discuss small business reorganization under Subchapter V of chapter 11 of the U.S. Bankruptcy Code and, specifically, the debtor's requirement to commit projected disposable income to paying creditor claims.  The show begins by breaking down a debtor's revenue projections and what expense deductions are reasonable in arriving at projected disposable income.  The team then turns to the plan term and arguments for extending it beyond the three-year minimum.

Subchapter V: Episode 4: Our Projections About Disposable Income

Host Gary J. Ross and Ben Kwon, Partner at Nixon Peabody, longtime co-chair of the ABA BLS Fund Formation subcommittee and guest on Episode 17, get together once again to talk about fund formation. Ben starts by talking about the Fifth Circuit’s vacating of SEC’s Private Fund Adviser Rules, and why fund managers should still consider the rules. Gary and Ben go on to discuss equalization fees paid by later investors, how to handle LPs who fail to meet capital calls, when to set up an offshore feeder, fees collected by managers (beyond management fees and carry), and several other topics, including the upcoming ABA BLS meeting in San Diego.

VC Law: Episode 31: Part 2 of Fund Formation with Benedict Kwon

Host Gary J. Ross discusses the cryptocurrency space with Lewis R. Cohen, Partner and Co-Chair of Cahill Gordon’s CahillNXT practice group. Lewis starts off the episode by defining certain terms commonly used in the cryptocurrency space, including crypto asset, native assets, and distributed ledger technology (DLT). Gary and Lewis go on to have a wide-ranging discussion that touches on NFTs, SAFTs and token warrants, decentralized autonomous organizations (“DAOs”), the SEC’s Custody Rule and UCC Article 12, and the potential for future comprehensive cryptocurrency legislation.

VC Law: Episode 32: Cryptocurrency update with Lewis Cohen, Partner and Co-Chair of CahillNXT

Host Gary J. Ross discusses the Qualified Small Business Stock (QSBS) exclusion with Roger Royse, partner in the Palo Alto office of Haynes and Boone, LLP. Gary and Roger go over the history of QSBS, and Roger talks about how important QSBS is today to investors in emerging companies. The various QSBS requirements are described, including the necessity for being a C corporation, the holding period and how it is counted, and the growth assets test. Roger closes out the episode by noting common pitfalls of QSBS such as delays in incorporation or exercising options, S-elections, company distributions, and secondary sales. 

VC Law: Episode 33: Qualified Small Business Stock (QSBS) Exclusion with Roger Royse, partner at Haynes and Boone, LLP

In this episode of “Annual Review: Key business law developments in bite-size pieces”, we talk with Jennifer Baldocchi and Robert Milligan about recent developments in employee mobility, restrictive covenants, and trade secrets. Jennifer Baldocchi is a Partner & Chair of the Employee Mobility and Trade Secrets Practice at Paul Hastings LLP. Jennifer’s practice focuses on employee mobility and intellectual property, including trade secrets, covenants not to compete, unfair competition, and fiduciary duties. Jennifer also acts as the Co-Chair for the Los Angeles Employment Law Department. Robert Milligan is a Partner at Seyfarth Shaw and the Co-Chair of the firm’s Trade Secrets, Computer Fraud, and Non-Competes practice. Robert’s practice includes a wide variety of commercial litigation and employment matters, including general business and contract disputes, unfair competition, trade secret misappropriation, and other business torts. Robert also has extensive experience in trials, binding arbitration and administrative hearings, mediations, and appellate proceedings.

Interviewee: Jennifer Baldocchi, Partner & Chair of the Employee Mobility and Trade Secrets Practice, Paul Hastings, and Robert Milligan, Partner & Co-Chair of the Trade Secrets, Computer Fraud, and Non-Competes Practice, Seyfarth Shaw

Annual Review - Key Business Law Developments in Bite-size Pieces: Episode 7

In Episode 2, host Jordan L. Fischer, Esq. interviews Myriah V. Jaworksi, Esq., the Privacy Litigation Practice Group lead at Beckage, on the current litigation landscape in privacy and security law. Ms. Jaworksi provides detailed commentary on the numerous privacy and security lawsuits across the United States

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