May It Please The Internet

On this episode, Eric and John explain what Non-Fungible Tokens (NFT) are, the utility of NFT, and more importantly, the legal issues surrounding NFT. It's just a .jpg, right?

Show Outline:

Part 1- Legal Stuff in the News/More lighthearted discussion – of course lots of NFT stuff

• Nike sues StockX for its Vault collection of NFTs relating to Nike shoes

  • Now there is another NFT project about the lawsuit

• Miramax sues Tarantino for NFT project re Pulp Fiction script.

• Jay Z sues Dam Dash

• Hitpiece NFT website

• Our own experience with NFTs

May It Please The Internet is a Podcast brought to you by Revision Legal. For more information visit RevisionLegal.com

In this weeks episode, Eric and John break down the fundamentals of Asset Purchase Agreements (APA). The basics: What is it, who signs it, and what are you selling.

• What is an APA, how is different than equity

  • Why APA over equity

  • Exceptions

  • Structure/format of an APA/length

  • How to review, where to start?

• The Parties

  • Individual liability – how does this work

  • Who is the buyer – subsidiary? Who is paying you on deferred payments

• The Assets

  • What are you selling,

    • Online accounts

    • Inventory

    • IP

    • Data/records

    • Domains

    • Social media

    • Causes of action

    • Contracts

    • Goodwill

  • What are you not selling

    • Cash

    • Money in amazon account

    • Certain contracts

    • Corporate records

    • anything specific

Parting Shot of Truth

• Getting settlements done – don’t change the terms mid-stream, it kills momentum and credibility

May It Please The Internet is a PODcast brought to you by Revision Legal. For more information and legal advice, visit RevisionLegal.com

John Di Giacomo and Eric Misterovich open the Revision Legal Podcast: May It Please The Internet series with a discussion about getting your business ready for sale. They dive into eCommerce, economies of scale and large roll-up funds.

Show Outline:

a. Take a hard look at your business, what is sloppy?

b. Getting books in order

i. Knowing your landed costs of inventory without question

1. Including any customs fees

ii. Document and organize loan documents, get a personal contact with the

lender if possible

iii. Clean up internal house – operating agreement, who owns your

business, who needs to approve the sale, etc

c. Independent contractor agreements

d. Supplier contracts

e. Registering and chronicling IP

i. Make sure right entity owns it

For more information visit: RevisionLegal.com