Have you ever received this direct message via Twitter: “OMG did you see the photos someone posted of you”  How about someone tagging you in post promising a free iPad or airline tickets?  Or have you seen a friend on Facebook post the same message over, and over and over….  If so, it’s likely that the sender/poster of such nonsense has had their account hacked.

Avoidance of hacking attempts on one’s social media accounts is the subject of my latest “Social Media Lawyer” column for CIC Midwest News.  For tips on how to protect your personal and business accounts from a hack attack, click here.

For archived editions of my Social Media Lawyer column, go to the Social Media Lawyer page of my website.

The law of easements is an important area of real estate law.  Given that the grant of an easement creates an interest in the property of another, you can imagine how critical it is to properly define easement rights, and how fierce the dispute can be when those rights are not properly defined.

May’s Legal Minutes cover the ABCs of easements.  Click below to hear what an easement is, how easements are created and what types of easements exist:

What is an Easement? (May 4, 2013)

Differentiating an Easement with a Lease or a License (May 11, 2013)

Easement Appurtenant vs. Easement in Gross (May 18, 2013)

How Easements Are Created (May 25, 2013)

As always, archived segments are available by visiting the Real Estate Radio Hour page of my website, and be sure to tune in to the show live every Saturday from 10 AM - 11 AM, Central Time, on WCCO Radio 830 AM.

Sunday I was again in-studio with Roshini Rajkumar on WCCO’s News and Views to discuss what’s percolating at the State Capitol related to beer and breweries.  On tap:  the increase in the production limits for growler sales, proposed excise tax increases on the manufacture of beer and, finally, whether Minnesotans will EVER be able to purchase their favorite beer or other liquor in a store on a Sunday.

To listen, click here.  To read more about my musings on brewery law topics, visit the Beer page of my website.

Last but not least, here are the links to the clients I mentioned in Sunday’s show:

Lift Bridge Brewery

Indeed Brewing Company

Dangerous Man Brewing Co.

Northbound Smokehouse Brewpub

MN Beer Activists

I have updated the Events page of my website with upcoming presentations and other events through May 14, 2013.  I hope to see some of you there!

Ah, the joys of pre-recording.

When I recorded April’s Legal Minute® segments on April 2, I figured “hey it’s springtime; what a great time to cover family cabin issues!”

…and then April 11 came and Minnesota experienced something called “thundersnow”, and as I write this we have several inches of heavy, wet snow on the ground.

Oh well, eventually spring will have spring…right?  Hopefully this is all melted by April 20 when my cabin segment airs.

One other note:  the zoning segment is a tip of the hat to my newest extracurricular activity; i.e., serving on the City of Albertville's Planning & Zoning Commission.

Click on the links below to listen to this month’s segments:

Mechanics Liens (April 6, 2013)

Clearing Title to Real Estate (April 13, 2013)

Dealing with the Family Cabin (April 20, 2013)

Zoning Basics (April 27, 2013)

As always, archived segments are available by visiting the Real Estate Radio Hour page of my website, and be sure to tune in to the show live every Saturday from 10 AM - 11 AM, Central Time, on WCCO Radio 830 AM.

1997 was a momentous year for me.  In May I graduated from the University of St. Thomas.  Later that year I began my law school career at William Mitchell College of Law, and in between I spent three months working in Washington, DC for former U.S. Senator Dave Durenberger, who would ultimately become my political mentor.

But that’s not what I remember most about 1997.  You see, 1997 was the year that I met former Prime Minister of Great Britain, Baroness Margaret Thatcher…not once, but twice.

Today, as the world mourns Baroness Thatcher’s passing and remembers her innumerable contributions to the world – the revival of Great Britain, the collapse of Soviet Communism and her rise to power as a woman at a time when male leaders were the norm – I’ve thought back to 1997 and how I experienced something twice that most people never experienced once.

Here’s how it happened:

Back in 1997, I was working as an intern at a Twin Cities public policy organization, Center of the American Experiment.  Baroness Thatcher was scheduled to keynote the Center’s annual dinner in May 1997 and I was going to be one of the fortunate folks that was going to assist with the event and, since I was staff, meet Baroness Thatcher. 

I have to admit at this point that growing up as a somewhat politically-aware kid in the 1980s, I was more familiar with Baroness Thatcher’s U.S. counterpart, President Ronald Reagan, than the woman known as the “Iron Lady.”  Perhaps that’s why when I received in the mail a notice of an essay contest about Baroness Thatcher’s political philosophy aka “Thatcherism” whilst we were planning for her Minneapolis appearance, I took a flyer on it and decided that this could be a good way to learn more about this very distinguished woman. 

The gist of the essay contest was this:  participants would be sent paperback copies of Baroness Thatcher’s two-volume memoirs, The Downing Street Years and The Path to Power.  We were to read them and write an essay analyzing what Margaret Thatcher’s political philosophy entailed. 

Baroness Thatcher with the American Experiment Staff, May 1997

It took several weeks to get through both volumes, but I had them both read by the time Baroness Thatcher hit Minneapolis in May.  A few weeks after her speech, graduation time had arrived and shortly afterwards I was off to Washington, D.C. to work with Senator Durenberger and his wife. 

Sometime around mid-June, I sat down to write the paper, and when I say sat down, I don’t mean in an air-conditioned office.  No, I put together my essay on my roommate’s laptop while sitting on a mattress in my steamy basement room at a house in Vienna, Virginia.  Not what you would call the ideal writing conditions, and when I put the paper in the mail I figured that was the end of the story.  I put the pithy title on it called “Blueprint for a Free Society”, and if you want to see what my writing style looked like back then, I’ve posted the paper here.   I finished out my summer gig with the Senator and returned home to Minnesota in August to start law school.

And in early September, I received an envelope in the mail from the Intercollegiate Studies Institute, the sponsor of the essay competition.  Inside was a congratulatory letter, a check and a plane ticket that I would need to travel back to Washington DC in a matter of weeks…to meet Lady Margaret Thatcher…for the second time that year.  As it turned out, my attempt to self-educate myself prior to Baroness Thatcher’s Minneapolis appearance resulted in my being named one of the finalists in the essay competition.

The picture at the top of this post is from that second meeting in Fall 1997.  Each finalist would be acknowledged at a luncheon attended by Baroness Thatcher herself.  When the day arrived, we each were invited up to the dais and Baroness Thatcher shook my hand and gave me a hearty “well done” in that distinguished British tone that she had.  I’ve thought about that moment quite a bit today.  Some weeks after the event in Washington, a package arrived at my house which contained a hardcover set of the memoirs, with The Downing Street Years bearing Baroness Thatcher’s signature inside.

Rest in Peace, Baroness Thatcher.  It was an honor to meet you back in 1997…both times.

Last year, much fanfare was made over the Jumpstart Our Businesses Startup Act, or “JOBS Act” for short.  The JOBS Act’s intent was to create more funding opportunities for startup businesses by easing securities regulations; specifically, the JOBS Act permitted greater use of funds from non-accredited investors through “crowdfunding” mechanisms.  Despite the hype, the JOBS Act has done little to nothing to help fund new business ventures.  Why?  Because the Securities and Exchange Commission failed to meet its January 31, 2013 deadline to enact regulations establishing how crowdfunding can legally be accomplished.

In the absence of SEC regulations under the JOBS Act, new businesses are left to rely on the existing securities laws, which provide for one of two options when you look to sell securities – registration or find an exemption from registration.  Registration (meaning you’re going to “go public” and register with the U.S. Securities and Exchange Commission and with any state securities division where your securities are sold) is extremely expensive and it requires you to file annual and quarterly reports thereafter; it’s not a cost effective strategy at all, and that’s why we look for exemptions.

You can be exempt in one of two ways: either the securities you’re selling themselves are exempt (in which case you have an “exempt security”, or the law provides for certain means of sale to be exempt; these are what are known as “exempt transactions.”  To be legally compliant, you have to find an exemption at both the Federal and State levels (and by “State” I mean every state in which your investors are located). 

Most Federally exempt transactions fall under what’s known as Regulation D (“Reg D” for short).  Reg D establishes three exemptions from Securities Act registration: Rule 504, Rule 505 and Rule 506.

Rule 504

Rule 504 provides an exemption for the offer and sale of up to $1,000,000 of securities in a 12-month period. General offering and solicitations are permitted under Rule 504 as long as they are restricted to accredited investors. The issuer need not restrict purchaser's right to resell securities.

Rule 505

Rule 505 provides an exemption for offers and sales of securities totaling up to $5 million in any 12-month period. Under this exemption, securities may be sold to an unlimited number of "accredited investors" and up to 35 "unaccredited investors" who do not need to satisfy the sophistication or wealth standards associated with other exemptions. Purchasers must buy for investment only, and not for resale. The issued securities are restricted, in that the investors may not sell for at least two years without registering the transaction. General solicitation or advertising to sell the securities is not allowed. Under Reg D, Rule 505, the SEC must be notified within 15 days after the first sale of the offering.  Issuers seeking exemption under Rule 505 must also comply with certain financial statement requirements; namely:

• Financial statements need to be certified by an independent public accountant;

• If a company other than a limited partnership cannot obtain audited financial statements without unreasonable effort or expense, only the company's balance sheet, to be dated within 120 days of the start of the offering, must be audited; and

• Limited partnerships unable to obtain required financial statements without unreasonable effort or expense may furnish audited financial statements prepared under the federal income tax laws.

Rule 506

A company that satisfies the following standards may qualify for an exemption under Rule 506:

• Can raise an unlimited amount of capital;

• Does not use general solicitation or advertising to market the securities;

• Sale of securities can be an unlimited number of accredited investors and up to 35 other purchasers. Unlike Rule 505, all non-accredited investors, either alone or with a purchaser representative, must be sophisticated - that is, they must have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment;

• Seller must be available to answer questions by prospective purchasers;

• Financial statement requirements as for Rule 505; and

• Purchasers receive restricted securities, which may not be freely traded in the secondary market after the offering.
  

Exempt offerings under Regulation D do take time to prepare and are not cheap.  However, the cost of compliance pales in comparison to the consequences of non-compliance which include civil and criminal penalties.  Also, be sure to ask if your attorney is insured to perform securities work.  If not, you should find one who is (hint – I know of a firm that is).

This month’s Legal Minute segments could be considered a “potpourri” of bread and butter real estate law issues.  Click on the links below to listen:

Adverse Possession (March 2, 2013)

Earnest Money (March 9, 2013)

The Law of Homeowners Associations (March 16, 2013)

Basics of Residential Leasing (March 23, 2013)

Evictions (March 30, 2013)

As always, archived segments are available by visiting the Real Estate Radio Hour page of my website, and be sure to tune in to the show live every Saturday from 10 AM - 11 AM, Central Time, on WCCO Radio 830 AM.

For craft beer fans, the term “growler” needs no explanation.  The “growler” is the lifeblood of most craft breweries here in Minnesota.  It is a 64 oz. container of beer that can be purchased from your favorite local brewery and it is the freshest beer one can buy (as opposed to bottles or cans found in the local liquor stores). 

What you may not know, even if you’re part of the growing legion of craft beer consumers in Minnesota, is that a brewery’s sale of growlers is governed by state statute and, once a brewery reaches a production level of 3,500 barrels per year, the sale of growlers is prohibited.

Surly Brewing lost its ability to sell growlers in 2009.  This year, as breweries such as Lift Bridge and Fulton near the tipping point and with Minnesota’s fondness for craft beer showing no signs of abatement, many of these breweries have joined forces as the Minnesota Brewing Association and are actively lobbying legislators to raise or eliminate the production cap that renders them unable to sell growlers. 

In the interest of full disclosure, my firm, Lommen Abdo, has become a member of the Association as many of our clients – including Lift Bridge – are affected by the current law.  For more information on the Association’s campaign to “Save the Growler”, you can visit www.savethegrowler.org. 

If you are a craft beer connoisseur and you want to ensure that your favorite brewery can grow its business without losing the right to sell you 64 ounces of your favorite suds, contact your state legislators and tell them to “Save the Growler”.  For information on who to contact, click here.

Cheers!

Today marks my one-year anniversary with Lommen Abdo.  Calling it a successful move would be an understatement; “game changer” is more like it.  The firm has been outstanding from a business development perspective, to say nothing of the outstanding mentoring and experience that I’ve been able to draw upon from attorneys more senior than I, and the collegiality of everyone at the firm.  From a practice perspective, the craft brewery niche that Greg Perleberg (who preceded me in joining Lommen Abdo) and I began cultivating several years ago melded nicely with Lommen Abdo’s existing stable of food, beverage and leisure businesses, so much so that the firm formed a practice group around them all.  Additionally, our burgeoning cadre of sports law clients benefited from the move to the preeminent sports and entertainment law firm in the upper Midwest; in fact, we even added another distinguished Minnesota Vikings alum – quarterback Joe Kapp – to the mix during Year One.  Further, our ability to assist a wide variety of startup ventures has been enhanced through Lommen’s strong securities law practice.

While I had transitioned from one firm to another previously, this was the first move I’ve made with my own stable of clients and referral sources in tow.  I am humbled by the fact that all of these folks (and then some) made the move with me.  One of the more peculiar effects of moving firms and the unique means required of lawyers to move their clients with them is that I’ve reconnected with clients whom I had not assisted in the last few years.  In fact, some of them were my best clients of 2012.

Not only did I maintain my existing clients, but, thanks to my efforts over the course of several years to establish a personal brand, I can boast of many new clients that I’ve had the pleasure of working with over the past year. 

And I’d be remiss in not mentioning our Vice President of Practice Management, Margie Bodas, who not only was persuaded to take me in just two weeks after Mr. Perleberg joined the firm, but also accepted the long train of marketing activities – the Real Estate Radio Hour and my Social Media Lawyer column, to name just a few – that follow me wherever I go.

There were some that believed – and publicly stated – that Mr. Perleberg’s and my move to Lommen Abdo would have minimal effect.  I sincerely want to thank those who made such statements for giving me “bulletin board material” in my first year to prove otherwise.

Here’s to many more successful years as a part of Lommen Abdo!