PA Governor Executive Order to Temporarily Suspend Evictions and Foreclosures

Today, the Pennsylvania Governor issued an executive order which purports to suspend all evictions and mortgage foreclosure actions until July 7, 2020. This is following an order from the PA Supreme Court which previously extended such a moratorium to June 1, 2020. Query why the Supreme Court did not take this action.

Needless to say, this is an absolutely monumental exertion of executive authority, completely unlike anything I have seen in my career or lifetime. With the stroke of a pen, the Governor for the moment has intervened in the administration of every residential lease and mortgage transaction in the Commonwealth.

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Pennsylvania Supreme Court Pauses Evictions and Foreclosures Through April 30

We are living in extraordinary times. The wheels of justice are, for a time, pausing. On April 1, 2020, the Pennsylvania Supreme Court issued the Second Supplemental Order (“Order”) relating to judicial operations as affected by the coronavirus crisis through April 30th. This Order affects every landlord, mortgage holder and taxing authority in Pennsylvania.

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Copyright Law Update: Led Zeppelin Prevails at the 9th Circuit Court of Appeals

For years, the members of Led Zeppelin have been defending a copyright lawsuit brought by the trustees of The Estate of Randy Wolfe, which alleged that Zeppelin had infringed on the Estate’s copyright of Taurus, which was a song written by Wolfe and performed by his band Spirit in the late 1960s.

Today, the Ninth Circuit Court of Appeals issued an en banc ruling which ultimately sides with Led Zeppelin. The Ninth Circuit was considering the Estate’s appeal of the District Court ruling after a jury determined that no copyright infringement occurred. This is a vindication for Led Zeppelin and likely ends this claim. The Estate’s only recourse now is to file a petition for Certiorari with the US Supreme Court. The Supreme Court receives tens of thousands of petitions a year, and can only grant a hearing in an extremely small percentage of those matters.

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A Small Business Owner’s Guide to Shareholder Agreements, Part II: I Can Sell My Shares, Right?

The prior post contained a quick survey of the issues that surround voting power and control of a business with multiple equity owners. Before you read this post, make sure you have read the prior post.

In this post, we will discuss a very important topic to business owners: under what circumstances can you sell your shares of a closely held business? The short answer, not surprisingly, depends on the terms and conditions in your Shareholder Agreement. (Remember that for the purposes of this series, the term “Shareholder Agreement” also refers to partnership agreements as well as operating agreements, which is the document that governs the management of limited liability companies.)

If you have acquired shares of stock of a privately held company through a Regulation D offering, those securities are likely subject to SEC Rule 144, which is a different discussion altogether. That will be the subject of a future post. For now, let’s focus on the restriction that companies typically can include in their Shareholder Agreements. These generally fall into two categories: 1) voluntary transfers and 2) involuntary transfers.

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A Small Business Owner’s Guide to Shareholder Agreements, Part I: Voting Power

One topic of conversation that always sparks a lot of interest is how to organize the ownership structure of the company when co-owners or investors are involved.  This post begins a four part series looking at key topics to consider when organizing a company with multiple owners.  In this post, we look at voting power and how it can be distributed.  This topic alone could fill an entire semester in business or law school, so this brief discussion is meant as a beginning point for a review of your own business plans. 

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