Brian Johnson, JD/MBA

You are reviewing a Limitation of Liability clause that prohibits that long list of familiar and mind-numbing terminology for “consequential” damages. You yawn, and then notice that the list includes both indirect AND direct damages. You assume that the contract drafter is: A) Sneaky B) Trolling C) Unsure of what direct or indirect damages are D) Silly for not adding “Inconsequential” damages as well E) All of the Above #business #contracts #law #inhousecounsel

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Client notice - On December 26, 2024, the United States Fifth Circuit Court of Appeals reversed a December 23, 2024 court decision that lifted the injunction on enforcement of the Corporate Transparency Act. The result of this reversal is that reporting companies required by the CTA to submit a Beneficial Ownership Information Report to the U.S. Treasury Department’s Financial Crimes Enforcement Network, or FinCEN, are no longer required to do so. To read more on the decision visit, https://lnkd.in/eabA58F8

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In this installment of Executive Summary, read about the Appellate Court of Illinois holding interrelated wrongful acts provision and prior and pending litigation exclusion barring coverage, the Tenth Circuit deeming a D&O policy ambiguous based on interplay of coverage grant with managed care exclusion, the Eleventh Circuit holding that claims pre-date policy, and more. https://lnkd.in/eqFdQK82 #Insurance #ExecutiveSummary

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The U.S. Department of the Treasury and the Internal Revenue Service provided supplemental guidance on the domestic content bonus credit.   The guidance revises the previously provided safe harbor table to: (i) include hydropower and pumped hydropower storage facilities (ii) revise the approach for solar projects to explicitly include ground-mount and rooftop photovoltaic systems (iii) provide additional manufactured product components for certain applicable projects.    Learn more from our Renewables Tax team: https://lnkd.in/ggee4JsW #energytransition #inflationreductionact #taxcredits 

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An Overview of the Fiduciary Duties of the Nominating and Governance Committee: The directors on a company's nominating and governance committee are subject to fiduciary duties and provided the protections of the business judgement rule Read full article - Link here - https://ow.ly/1G9U50SP0mq #CorporateGovernance #BoardOfDirectors #BusinessJudgementRule #NominatingCommittee #FiduciaryDuties #GovernanceCommittee #CompanyLaw #DirectorResponsibilities #LegalCompliance #BusinessEthics #acc #corporatecounsel #generalcounsel #inhousecounsel #corporatelaw #fractionalgc #commerciallaw #businesslaw

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Litigation is intensifying around 401(k) plan forfeitures as companies are misusing forfeited funds and not fulfilling their fiduciary duties under the Employee Retirement Income Security Act (ERISA). As a plan sponsor understanding how to ensure plan documents are clear on forfeitures, language used does not expose you to liability, and forfeitures are used within the IRS' timeline is essential. Casey McKillip, MBA, CPFA, AIF® provides his insights on the evolving legal landscape and best practices on how to protect your plan. https://lnkd.in/ghgqxCVF #AldrichWealth #CorporateRetirementPlans #PlanForeitures #Litigation

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BEWARE OF THE CORPORATE TRANSPARENCY ACT - An Alert from the PBA Professional Liability Committee If you have not yet heard of the Corporate Transparency Act or have not yet evaluated its potential application for your firm, take immediate action. There is a fast-approaching and non-extendable filing deadline of Jan. 1, 2025, to file an initial beneficial ownership report that may apply to your law firm. There is also a risk of an already missed deadline. There may be steep civil and criminal penalties for noncompliance. For further information, visit www.fincen.gov/boi. Do not delay, protect yourself and your firm!

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In a significant decision, the Third Circuit Court ruled that assets held in ERISA retirement plans are excluded from bankruptcy estates—regardless of a debtor's control over the account. This ruling reaffirms critical protections for retirement assets and brings clarity for both plan participants and practitioners navigating bankruptcy and retirement security. 💼 Read more in our latest article by William L. Hallam to understand the implications of this ruling and what it means for retirement assets in bankruptcy cases. http://bit.ly/40qTfNG

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Join Emma Schuering, Scott Gilbert, and Ross Weimer from Polsinelli P.C., all members of the Restrictive Covenants team, on June 26th for a timely webinar on the FTC's new rule banning most non-competes. This session will cover the details of the FTC's rule, upcoming developments, and strategies to prepare for the changes. Register Now, https://ow.ly/xT7950SbggH #SHRMKC #Polsinelli #NonCompete #FTC #HotTopicsInEmploymentLaw

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Chancery Determines LLC Agreement Required Payment to Remove Manager Authors: Albert J. Carroll and Bryan Townsend 💡 - "The defendants attempted to remove a manager-employee of several limited liability companies. The manager filed suit, and the parties moved for summary judgment regarding the removal’s effectiveness. The Court of Chancery determined that the relevant contracts’ unambiguous language required the defendants to first have made certain payments to the manager to remove him." Read More: https://bit.ly/4iriA0u

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Update: attorneys Tim Hughes and Doug Taylor have written a new article with an update as US Court of Appeals for the Fifth Circuit vacated its stay of preliminary injunction, putting CTA reporting requirements on hold. https://bit.ly/41VSSLP

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Update: attorneys Tim Hughes and Doug Taylor have written a new article with an update as US Court of Appeals for the Fifth Circuit vacated its stay of preliminary injunction, putting CTA reporting requirements on hold. https://bit.ly/41VSSLP

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