In the United States, securities offerings are regulated by federal and state securities laws. Section 4(a)(2) of the Securities Act of 1933 (the “Act”) exempts from registration “transactions by an issuer not involving any public offering.” Section 4(a)(2) permits an issuer to sell securities in a “private placement” without registration under the Act.

Section 4(a)(2) Exempt Security Offerings

Section 4(a)(2) of the Securities Act of 1933 provides an exemption from registration for securities offerings that do not involve a public offering. In part, the exemption is available for non-public offerings (no general solicitation) that are made to a select class and limited number of investors.

Michigan Blue Sky Laws

In addition to federal securities laws, Michigan has its own securities laws, known as Blue Sky laws. These laws regulate the offer and sale of securities within the state. Michigan’s Blue Sky laws require that all securities offerings within the state be registered, unless an exemption is available.

Michigan has adopted the Uniform Securities Act, which provides exemptions from registration for certain types of securities offerings. Some of the common exemptions in Michigan include:

1. Securities sold to accredited investors under Rule 506 of Regulation D.
2. Intrastate offerings that meet the requirements of Michigan’s intrastate offering exemption.
3. Other securities offered in transactions that are exempt under federal law, such as the Section 4(a)(2) exemption.

Conclusion

Exempt security offerings under Section 4(a)(2) of the Securities Act of 1933 provide opportunities for issuers to raise capital without having to register their securities with the Securities and Exchange Commission or the state. However, these exemptions have specific requirements that must be met, and failure to comply with these requirements can result in significant legal and financial consequences. It is essential to work with an experienced securities attorney to ensure that your securities offerings comply with federal and state securities laws.

Contracts are the backbone of business transactions, and it provides a framework for parties to establish obligations and expectations. When one party fails to fulfill its obligations under a contract, it may be considered a breach of contract.

What is a Breach of Contract?

There are two types of breaches: material and non-material. A material breach is a significant violation of the contract that goes to the heart of the agreement. A non-material breach is a minor violation of the contract that does not affect the overall purpose of the agreement.

What are the Remedies for Breach of Contract?

If a party breaches a contract, the other party may be entitled to a remedy. The type of remedy depends on the nature of the breach and the terms of the contract. The most common remedies for breach of contract include:

1. Damages: Damages are monetary compensation awarded to the non-breaching party to compensate for the losses they suffered as a result of the breach.
2. Specific Performance: Specific performance is an order from the court requiring the breaching party to fulfill their obligations under the contract.
3. Rescission: Rescission is the cancellation of the contract, with the parties returning to their pre-contractual positions.
4. Reformation: Reformation is a modification of the contract to reflect the parties’ original intentions.

How to Protect Yourself from Breach of Contract

There are several steps you can take to protect yourself from breach of contract:

1. Ensure the Contract is Clear and Complete: The contract should be clear and complete, outlining the obligations of each party, the timeline for performance, and the consequences of breach.
2. Keep Records: Keep records of all correspondence and agreements related to the contract.
3. Perform Due Diligence: Conduct due diligence on the other party, including their reputation, financial stability, and past performance.
4. Monitor Performance: Monitor the other party’s performance and address any issues promptly.
5. Include Remedies in the Contract: Include remedies for breach of contract in the contract, such as liquidated damages or specific performance.
6. Communicate: If you can spot a potential breach from another party, on the horizon, communicate with the other party as soon as possible about their place to avoid the breach.

Conclusion

Breach of contract can have significant financial and legal consequences. It is essential to understand the nature of a breach and the remedies available. Protecting yourself from breach of contract involves careful drafting of the contract, due diligence, and monitoring of performance. By following these steps, you can minimize the risk of breach and ensure that you have the best possible outcome in case of a breach.

In November 2022, Democrats took control of Michigan’s legislative bodies and passed several employee-friendly laws. These include the amendment of the Elliott-Larsen Civil Rights Act to prohibit workplace discrimination based on sexual orientation, gender identity, and gender expression; repeal of the right-to-work law, allowing union security agreements to require employees to pay union dues; and restoration of prevailing wages for state construction projects. This law requires contractors on state projects to pay union-level wages.

Several other laws are also under consideration. These include SB 142, which mandates pay transparency; SB 143/HB 4399, which would prohibit non-compete agreements for “low-wage employees”; HB 4035, which mandates predictive scheduling requirements for certain employers; and HB 4240, a credit history ban law prohibiting hiring decisions based on an applicant’s credit history.

House Bill 4399 submitted April 12, 2023 and Senate Bill 143 submitted March 7, 2023 (differ slightly), and if passed are poised to dramatically change restrictive covenants in Michigan. As currently proposed, restrictive covenants would be narrowed to (a) only non-competition agreements, (b) exclude low-wage employees, (c) require disclosure and notice prior to hiring, and (d) mandates the burden of reasonableness on the employer. This is bolstered by the recent FTC proposal returning to pre-1980s antitrust law, which would ban all restrictive covenants agreements. However, although the bills narrow restrictive covenants to only apply to non-competition agreements, under current Michigan law that could shift all other restrictive covenants  (i.e. non-solicitation) from the “reasonableness test” to the commercial antitrust “rule of reason” which is applied to business-to-business transactions. This could result in an expansion of non-solicitation type restrictive covenants, which when well drafted have the same affect as non-competition type restrictive covenants.

While these proposed laws, if passed, won’t affect all employees immediately they would absolutely change the landscape of antitrust law and employment law. The new laws will require many employers to make changes to their internal policies and review their agreements with employees. Furthermore, employers should consider training their management teams on these changes to ensure full compliance.

Trials can be a daunting and stressful experience, whether you’re the plaintiff or defendant in a civil case or facing criminal charges. However, trials are an essential part of the legal process and can provide a fair and impartial resolution to disputes. In this article, we’ll discuss what you need to know about going to trial and how to prepare yourself for the process.

The Trial Process

The trial process can vary depending on whether you’re involved in a civil or criminal case, but generally, the process involves the following steps:

1. Jury selection: In a trial by jury, potential jurors are selected through a process called voir dire. The judge, attorneys, and parties involved in the case will ask questions of the jurors to determine their suitability to serve on the jury.
2. Opening statements: The plaintiff or prosecution presents their opening statement, outlining their case and the evidence they plan to present.
3. Evidence presentation: Each side presents their evidence and calls witnesses to testify. The opposing side has the opportunity to cross-examine the witnesses.
4. Closing arguments: Each side presents their closing arguments, summarizing their case and the evidence presented.
5. Jury instructions: The judge provides the jury with instructions on how to apply the law to the evidence presented.
6. Jury deliberation: The jury deliberates and reaches a verdict.
7. Judgment: The judge enters a judgment based on the verdict reached by the jury.

Preparing for Trial

Preparing for trial is essential to ensuring that you have the best possible outcome. Here are some steps you can take to prepare for trial:

1. Hire an attorney immediately: Hiring an attorney can be essential. They can provide you with advice on the strength of your case, help you prepare your evidence, and represent you in court.
2. Gather evidence: Assist your attorney in gathering all evidence relevant to your case, including documents, photographs, and witness statements.
3. Identify witnesses: Asset your attorney in identifying any witnesses who can support your case and prepare them for trial.
4. Be respectful: Be respectful to the judge, jury, attorneys, and court staff.

Conclusion

Going to trial can be an intimidating experience, but with the right preparation and legal representation, you can have the best shot at exercising your right to trial.

As pointed out by a recent HBO episode of Last Week Tonight (viewer discretion), a homeowners association (HOA) has the potential to separate homeowners from their real property interests in certain situations, as outlined by the governing documents and local laws. This happens first, upon purchasing a home governed by an HOA, and second it can happen through various other harsh enforcement of rules and regulations, though imposition of fines, or the initiation of foreclosure proceedings. Below are a few of the second ways in which an HOA can affect a homeowner’s real property interests:

1. Enforcement of CC&Rs and Rules:

HOAs enforce the Covenants, Conditions, and Restrictions (CC&Rs) and other rules outlined in the governing documents of the community. These rules and regulations may place restrictions on the use of a homeowner’s property, including limitations on home modifications (exterior and sometimes interior), landscaping, parking, and pet ownership. Failure to adhere to these rules can result in fines by the HOA. In some cases, continued non-compliance with the rules can lead to legal action, including the possibility of a lien being placed on the homeowner’s property and imposition of the HOA’s legal fees in prosecution of you.

2. Fines and Assessments:

If a homeowner does not pay the required fees and assessments in time, or if they violate the community’s rules and regulations, the HOA may impose more fines. Unpaid fines can accumulate and, if left unresolved, may result in legal fees being added, and a lien being placed on the homeowner’s property. It has been reported this lien could ultimately lead to the homeowner being separated from their real property interests if the debt remains unpaid (foreclosure).

3. Foreclosure Proceedings:

In some cases, an HOA may have the authority to initiate foreclosure proceedings against a homeowner who has failed to pay their dues, assessments, or fines. This might occur when the homeowner’s debt reaches a certain threshold and remains unpaid. The governing documents and local laws will dictate the specific foreclosure process and the rights of the homeowner.

The foreclosure process may result in the homeowner’s property being sold at auction to satisfy the outstanding debt. In this case, the homeowner would be separated from their real property interests, as they would lose ownership of the property.

4. Restrictions on Sale or Transfer of Property:

In some communities, the HOA may have rules in place that restrict the sale or transfer of property within the community. These rules may require the potential buyer to be approved by the HOA or mandate that certain conditions be met before the sale or transfer can be completed. In such cases, the homeowner’s real property interests may be limited or constrained by the HOA’s requirements.