Sports Entertainment and Media
From Cameo to Courtroom: George Santos’ Copyright Claims Fall Flat
Despite the best efforts of the government, George Santos refuses to leave the public eye – for now, at least. On September 15, 2025, the Second Circuit affirmed the dismissal of former Congressman George Santos' copyright infringement and state law claims against late night show host and comedian, Jimmy Kimmel, as well as the Walt Disney Company. The case arose from Kimmel's use of personalized videos on his late-night show, Jimmy Kimmel Live! that Santos created through the Cameo platform. Kimmel and his staff submitted paid requests to George Santos through the popular app, Cameo, in which notable public individuals record and send personalized messages in exchange for money. Kimmel proceeded to air these recordings on his late-night show as part of "Will Santos Say It?" segments, which mocked Santos' willingness to create content for money. The district court dismissed all claims under Rule 12(b)(6), finding that the Fair Use doctrine barred the copyright claims, while the state law claims for breach of contract, breach of implied contract, and fraudulent inducement either failed on the merits or were preempted. On the copyright claims, the Second Circuit conducted a thorough fair use analysis under 17 U.S.C. § 107, focusing primarily on the transformative nature of Kimmel's use of the materials for satirical purposes. The court rejected Santos' argument that the use wasn't transformative because Kimmel had "instigated" the videos' creation, emphasizing that transformativeness is judged by what a reasonable observer would think rather than the subjective intent of either party creating the work at issue. The court found Kimmel's use was clearly transformative commentary and criticism, noting that while Santos claimed Kimmel’s purpose in soliciting the recordings was also to mock Santos and demonstrate Santos’ willingness to say absurd things for money, a reasonable observer would view the videos as conveying "feelings of hope, strength, perseverance, encouragement, and positivity." The court also found no harm to the market, since Kimmel's use didn't usurp Santos' market by offering a competing substitute. As for Santos’ state claims, the court affirmed their dismissal on substantive grounds. Santos' direct breach of contract claim failed because he was not considered a party to Cameo's Terms of Service and could not establish third-party beneficiary status under Illinois state law, which requires implied terms to a contract to be "so strong as to be practically an express declaration." His implied contract claim failed under New York law for not pleading essential contractual terms or demonstrating a meeting of the minds. Finally, his fraudulent inducement claim failed because he could not allege actual out-of-pocket losses as required under New York law. While Kimmel could have relied on commentary under Section 107 of the Copyright Act as a non-infringing use, this case reaffirms the power that satire also has to transform a work under the Fair Use doctrine. While deceit may not endear one to the deceiver, neither will it necessarily endanger them in a court of law (depending on the use, of course).
October 17, 2025
Estates and Trusts
Protect Your Loved Ones With a Spendthrift Trust
Providing for someone you care about can be one of life’s great challenges. You may have a spouse or partner who depends on you financially. Or a relative with money problems who sometimes turns to you for help. Perhaps you are fortunate enough to have children and want to give them every possible advantage in life. Whoever you care for, your life’s work may well focus on supporting them. If someone does rely on you, one of the hardest questions to consider is what they would do without you. You might be able to provide for the person financially by leaving them an inheritance under your will or making them the beneficiary of your life insurance. But money can be squandered, and it may need to be protected from bill collectors, unscrupulous “friends,” and possibly even the loved one himself. One of the most effective ways to avoid these hazards is to create a “spendthrift trust.” Whether you are leaving cash, securities, real estate, or the proceeds of an insurance policy, the assets will be managed by one person, called the “trustee,” for the benefit of your loved one, the “beneficiary.” The trust can be set up to disburse money in a controlled manner, ensuring that your loved one is well provided for. The “spendthrift” provisions protect the trust by preventing a creditor from “attaching” the assets — essentially, placing a lien on the trust to satisfy an unpaid debt. Once a distribution is made to the beneficiary, however, the money does become vulnerable to the claims of creditors. The best approach, then, is often to give the trustee the discretion to make or withhold payments as appropriate to help the beneficiary while protecting the trust principal. For a child, you might allow expenses related to health care, education, and general support to be payable in the trustee’s discretion. These could include the cost of health insurance, braces, a private tutor, tuition, the down payment on a house, or the cost of a wedding. You could also include mandatory distributions, such as regular disbursements of any income the trust generates, as well as payments of principal when the beneficiary reaches certain life milestones, such as completing college or reaching a particular age. Under a trust you establish for an irresponsible relative, the trustee might need broader discretion. In this case, perhaps only those expenses the trustee considered to be in the relative’s best interest could be paid for from the trust assets. The trustee could also be required to take into account other resources that might be available to the beneficiary. For example, if the beneficiary makes a reasonable income, the trustee could withhold any distributions, preserving the trust’s assets for things like a financial emergency or eventual retirement. The assets that continued to be held in trust would then lie beyond the reach of most creditors. Another benefit of a spendthrift trust is that it can protect the beneficiary from himself. Most spendthrift clauses prevent the beneficiary from using the trust as collateral for a loan or assigning his interest in the trust to another person. In addition, the trustee can make distributions by paying the beneficiary’s tuition, medical bills, or other expenses directly to the provider, rather than having the money deposited into the beneficiary’s personal bank account. By circumventing the beneficiary himself, these distributions will also generally not be susceptible to creditor claims. The commitment to take care of someone you love doesn’t end when you’re gone. Talk to an experienced estates and trusts attorney to find out whether a spendthrift trust should be part of your estate plan.
October 17, 2025
Estates and Trusts
More Than a Game:Why Young Athletes Need Estate Planning for Their NIL Assets
When college athletes gained the right to profit from their name, image, and likeness (“NIL”), a new era of opportunity began. Take, for example, the University of Texas’s quarterback, Arch Manning, with a deal estimated to be worth $5M; Miami’s Carson Beck, and Ohio’s Jeremiah Smith’s deals are reported to be north of $4M. Endorsement deals, social media sponsorships, appearances, and personal brands have turned student-athletes into entrepreneurs before they have even stepped onto a professional court or field. With these new opportunities come adult-sized responsibilities, and one of the most overlooked is estate planning. Estate planning usually conjures images of elderly retirees or high-net-worth professionals meeting with their equally elderly lawyers. For young athletes making real money from NIL deals, estate planning has become a critical part of protecting what they have built, planning for what comes next, and hopefully, building generational wealth. NIL Rights Are Real Assets A young athlete’s NIL is an intangible but very real property right. The value of your name, image, and likeness can outlast your playing career and even your lifetime. A player’s legacy lives on through merchandise, video games, brand partnerships – to name a few. Without an estate plan, those rights and the income they generate may not be handled according to your wishes if something unexpected happens. Engaging an estate planning lawyer to create a corporate entity like an LLC and then transferring that corporate entity into a trust ensures your NIL assets are managed and protected during your life and transferred to the people or causes you care about when you die - not left to be sorted out in court. Protecting Family and Future Generations Many athletes sign their first contracts by age 18. Despite their young age, it is not uncommon for athletes earning a salary from NIL to already serve as a financial resource to other family members, consider a life after their playing days by investing in businesses, and look for opportunities to give back to the communities that helped them achieve their success in the first place. Each of these reasons amplifies the need for a proper estate plan and the legal infrastructure to ensure that those commitments are carried forward and honored upon injury and death. By establishing an LLC and a trust, you can manage and protect your NIL earnings during your life, manage how those funds are used after your death, and, in some circumstances, minimize taxes. The infrastructure of a trust that holds your LLC that owns your NIL rights allows the you to appoint a trusted adult or a professional fiduciary to help manage the assets responsibly while you focus on your education and athletic career. Building a Foundation for Long-Term Wealth Estate planning not only plans for what happens after you are gone, it also maximizes the growth and preserves wealth while you are here. By thinking strategically, setting up an LLC and a trust to hold your NIL assets, you may also gain tax advantages, protect yourself from lawsuits, and prepare for life after sports. Proper planning can mean the difference between athletes who simply make money and those athletes who build a legacy. Estate planning plays an integral part in ensuring that your brand is a business, and your future is an investment. Modeling Financial Maturity, Responsibility, and Control For young athletes, especially those in the public eye, planning ahead sets an example. It shows future sponsors, teammates, and fans that you are serious about your career, your money, and your name and your legacy. In the same way you train your body and mind, you can also train your financial and legal muscles. Estate planning is part of that discipline — it is another way to take control of your story. Your NIL is more than a paycheck — it is part of your personal legacy. Whether you are signing your first deal or building a brand that will last for decades, estate planning ensures that your hard work benefits you and the people and causes you care about most. Young athletes are learning that financial power comes with legal responsibility. Getting an estate plan in place now is not just smart—it is part of playing the long game.
October 17, 2025
Commercial Litigation
From Onboarding to Offboarding: Building a Turnover Plan That Works
Generally, employees are free to resign at any time. This is the core of “at-will” employment: just as an employer can decide the employment relationship can come to an end, an employee can also make that decision. However, some employees have agreements in place that set the rules for their departure and the associated process. Often, those agreements also set the rules for after the employee has departed. Those rules can include barring the employee from: disclosing confidential information obtained during their employment soliciting the former employer’s clients or customers competing with the former employer If there is no employment agreement, then an employee can leave at any time, and with or without notice. In that situation, it is crucial for an employer to plan what the transition period would look like if an employee chooses to depart. It is a best practice for employers to plan out the offboarding process when the employee is being onboarded. Employers should also prepare for the risk of litigation brought by the former employee. A former employee may choose to file claims against the employer for allegedly violating wage and hour laws, the Americans with Disabilities Act, or federal, state, or local discrimination laws. The statutes of limitations periods for those claims vary, and it becomes crucial that employers focus on keeping records related to each employee. In the event that a former employee commences a lawsuit against a former employer, it becomes crucial to look to documents and records related to the employment relationship. It is a best practice for employers to have an active system for maintaining records related to employees beyond the statutes of limitations periods. Those records may include: Emails Formal reports or complaints Work product Performance reviews Management/operations notes Payroll documents (paystubs, W-2s, 1099s) In New York, courts have strict standards for admitting these types of records into evidence at a trial. The employer’s process for creating and maintaining records is critically important for increasing the chances for success, when faced with these types of claims. One approach that many employers implement is to have an agreement ready for when an employee departs. Often, those agreements include a waiver of claims which can also be customized to the employer’s business, including terms protecting proprietary materials, such as client or customer lists, barring the soon-to-be-former employee from disclosing confidential information obtained during the employment, soliciting the former employer’s clients or customers, or competing with the former employer.
October 16, 2025
Business
Due Diligence: It's Not Just a Checklist
Selling a business is never just about numbers on a page, it’s about preparation, people, and navigating the unexpected. Mike Mercurio presents a compelling series of conversations with client and former Fireline owner Anna Gavin, as she shares the real story behind her company’s sale. From the private moment she first decided to sell, to the surprise challenges of disclosure schedules, and the essential role of trusted advisors, Anna offers a rare, inside look at what the process truly feels like. Whether you’re years away from a sale or already planning one, her journey provides invaluable lessons on timing, team, and trust. In Part 5 of our Selling Your Business series, client and former Fireline owner Anna Gavin reflects with her M&A attorney, Mike Mercurio, what it really felt like to go through due diligence and how even with a well-run, clean business, it was more intense than expected. Initially confident and prepared to tackle a long checklist, she quickly realized that diligence wasn’t just about ticking boxes it was a full-blown deep dive into every corner of the business. From finances and leases to operations and infrastructure, nothing was off limits. She compares it to an IRS audit but ten times. If you're heading into diligence, this is a must-watch for understanding what could be ahead.
October 16, 2025
Family Law
Keeping Divorce Out of the Spotlight
When a marriage ends, most people want the details to stay between them - not in headlines, social media feeds, or public court records. For high-net-worth individuals, business owners, or anyone with a public profile, privacy can be one of the most valuable assets in a divorce. Fortunately, there are proactive steps you can take to protect it. The best way to keep a divorce private is to stay out of court. Litigation creates a public record, including financial disclosures, allegations, and agreements. Mediation is a resolution option that allows both parties to work through issues confidentially with a neutral facilitator. The collaborative divorce process keeps negotiations in private meetings with attorneys and other professionals committed to settlement. Even if court filings are required, resolving most issues privately first minimizes what ends up in the public file. In high-profile cases, attorneys often include confidentiality clauses in settlement agreements. These can restrict both parties from sharing details about finances, parenting arrangements, or personal matters. If you own a business or have sensitive professional information, a non-disclosure agreement (NDA) can prevent your spouse or their advisors from revealing proprietary or reputational details. While court records are generally public, judges may seal specific documents for good cause, for example to protect children’s identities, confidential business information, or sensitive financial data. Your attorney can file a motion to seal portions of the case to limit public access. Privacy in the digital age goes beyond court filings. Avoid discussing the divorce online and ask friends and family not to share posts about it. Even seemingly harmless comments can fuel speculation or reach the media. If you are a public figure, your attorney may coordinate with a public relations professional to handle inquiries or issue a short, neutral statement that minimizes attention. Use secure email and file-sharing systems when exchanging documents with your attorney. Avoid using joint devices or cloud accounts. Anything stored or sent through a shared platform could be accessed or copied. It’s natural to confide in close friends, but word spreads quickly, especially in small or social circles. Limit detailed discussions about your divorce and resist the urge to “set the record straight.” Silence often protects more than explanation. Nothing draws unwanted attention faster than public conflict. Staying composed — even under pressure — helps preserve dignity, credibility, and privacy. The less drama you create, the less there is for others to discuss. Divorce doesn’t have to mean exposure. With the right legal strategy and careful communication, you can protect your family, your reputation, and your peace of mind while moving forward privately.
October 16, 2025
Labor and Employment
EEOC Regains Quorum and Signals Major Policy Shifts Ahead
On October 7, 2025, the United States Senate confirmed President Trump’s nomination of Brittany Panuccio as the third commissioner of the Equal Employment Opportunity Commission (EEOC). Her confirmation restores the commission’s quorum for the first time since early 2025 and gives the agency the power to issue, amend, or rescind regulations and guidance, and to take formal policy action under all major civil rights statutes. Since January, Acting Chair Andrea Lucas has led the EEOC without a quorum, which prevented the agency from adopting or revising rules and limited its ability to pursue systemic litigation or other actions requiring a majority vote. With Commissioner Panuccio joining Lucas and Commissioner Kalpana Kotagal, the EEOC now holds a two-to-one Republican majority. The agency is positioned to act quickly in reshaping key regulations and enforcement priorities consistent with the administration’s civil rights enforcement agenda. Acting Chair Lucas has stated that the EEOC will focus on restoring “evenhanded enforcement of employment civil rights laws for all Americans.” She has identified several priorities, including addressing what she describes as race- and sex-based discrimination linked to diversity, equity, and inclusion initiatives, expanding protections for religious liberty, reinforcing sex-based rights rooted in biological distinctions, and increasing enforcement in areas involving national origin and religious discrimination. The Pregnant Workers Fairness Act Will Likely Be the First Target The Pregnant Workers Fairness Act (PWFA) Final Rule, issued in 2024 under a Democratic majority, is expected to be the first regulatory area the commission revisits. Lucas has long expressed concern that the Final Rule improperly expands the phrase “pregnancy, childbirth, or related medical conditions” to include conditions such as menstruation, infertility, abortion, and menopause. She has argued that these conditions are tied to female biology and not to a specific pregnancy or childbirth, and therefore fall outside the statute’s scope. When the Final Rule was approved in April 2024, Lucas voted against it and issued a statement explaining her opposition. She stated that the regulation “fundamentally errs in conflating pregnancy and childbirth accommodation with accommodation of the female sex.” She also warned that the rule’s structure makes it difficult to sever the portions she viewed as unlawful from those she considered reasonable. In May 2025, the U.S. District Court for the Western District of Louisiana agreed in part, vacating the section of the Final Rule that interpreted the PWFA as requiring accommodations for elective abortions. The court ordered the EEOC to revise the rule, but the agency was unable to do so without a quorum. Now that a quorum has been restored, the EEOC is well-positioned to issue a revised version that reflects both the court’s order and Lucas’s interpretation of the statute. Until the revised rule is published, the current PWFA Final Rule remains in effect except for the vacated abortion provision. Employers should therefore continue to comply with existing requirements while preparing for potential revisions that may narrow the definition of “related medical conditions” and reduce the range of circumstances requiring accommodation. Anticipated Shifts in Other Enforcement Priorities The EEOC is expected to move quickly in several additional areas. The first is diversity, equity, and inclusion initiatives. The agency has already emphasized that Title VII does not recognize any “diversity” or “equity” justification for making employment decisions based on protected characteristics. Employers should expect additional technical assistance and enforcement activity aimed at programs that take race, sex, or other protected traits into account in hiring, promotion, compensation, or participation in mentorship and employee resource programs. The second is religious accommodation. Following the Supreme Court’s decision in Groff v. DeJoy, which heightened the standard employers must meet to show that a religious accommodation would create an undue hardship, the EEOC is expected to take an expansive approach favoring employees. Lucas has a long record of supporting religious liberty initiatives and is likely to prioritize this area in future enforcement actions. The third involves LGBTQ protections. The EEOC may reconsider its interpretation of Bostock v. Clayton County and revisit its 2024 harassment guidance, which included examples related to pronoun usage and access to facilities consistent with gender identity. The agency has already removed certain gender identity resources from its website, suggesting that further revisions are imminent. Finally, the restoration of a quorum means that the EEOC can again authorize systemic or “pattern or practice” litigation and file amicus briefs in significant appellate cases. While reports indicate that the commission has deprioritized cases based on disparate impact theory, employers should remember that private plaintiffs and state enforcement agencies can still pursue such claims under Title VII and related laws. What Employers Should Do Now Employers should continue to comply with the current PWFA Final Rule, but monitor developments closely as the EEOC prepares revisions. They should review their diversity and inclusion programs to confirm that participation criteria and selection practices are neutral and compliant with Title VII. Religious accommodation policies should be updated to reflect the stricter standard established in Groff v. DeJoy, and harassment and equal opportunity training materials should be reviewed for consistency with potential upcoming changes to EEOC guidance. The restoration of a quorum marks a turning point for the EEOC. With full authority restored and a clear policy direction under Acting Chair Lucas, the agency is likely to move swiftly to revise the PWFA regulations, issue new guidance on DEI and religious rights, and revisit prior positions on gender identity and sexual orientation. Employers should expect significant regulatory activity in the coming months and prepare to adapt their workplace policies and practices accordingly.
October 15, 2025
Sports Entertainment and Media
Neil Young and Backing Band Hit Like a Hurricane, Sued for Trademark Infringement by Luxury Jewelry Brand
Luxury jewelry and apparel brand, Chrome Hearts, LLC has filed a lawsuit against rock legend Neil Young and his current backing band, the Chrome Hearts, in the Central District of California, alleging that both the backing band’s use of the “CHROME HEARTS” phrase and Young's use of "Neil Young and the Chrome Hearts" on merchandise (NYTCH) generates significant consumer confusion in the market, and infringes Chrome Hearts' federally registered CHROME HEARTS trademarks. The complaint asserts five causes of action including, federal trademark infringement, false designation of origin, unfair competition under California law, and common law trademark infringement and unfair competition. Chrome Hearts, which has operated its brand since 1988, and frequently collaborates with well-known musicians, argues that Young's band’s incorporation of the exact CHROME HEARTS word mark on merchandise and promotional materials violates their federally protected rights. In support of their contention, Chrome Hearts alleges salient instances of actual confusion, strengthening the plaintiff’s allegations beyond mere hypotheticals. Per the complaint, multiple apparel vendors have already mistakenly assumed a connection between NYTCH and Chrome Hearts, strongly suggesting the consumer perception of a purported relationship between Chrome Hearts, Young, and his band. The complaint also includes images of specific instances of use of Chrome Hearts designs, or designs evocative of Chrome Hearts’ IP, by third party vendors adorning the t-shirts and other merchandise sold at Young’s concerts, even though Young’s official merchandise does not use Chrome Hearts’ registered designs. The complaint further alleges that Young and Co. had knowledge of the alleged infringement, as Chrome Hearts had sent multiple notice letters regarding this alleged misuse prior to filing suit. Chrome Hearts seeks aggressive relief including temporary, preliminary, and permanent injunctions to halt all use of the NYTCH name and Chrome Hearts marks, mandatory recall and destruction of infringing inventory, and damages including attorney fees. If Chrome Hearts’ allegations make it to trial, we will see whether Neil Young truly has a Heart of Gold, or whether this Old Man’s callous disregard for well-established intellectual property rights were left Down by the River back in 1969.
October 14, 2025
Healthcare
How to Use AI in Healthcare Compliance?
AI in healthcare compliance is transforming how healthcare organizations maintain regulatory standards, reduce risks, and ensure patient safety. By leveraging technologies like machine learning, predictive analytics, and natural language processing, healthcare providers can automate compliance checks, detect potential violations early, and streamline reporting processes. From monitoring billing accuracy to identifying data breaches before they escalate, AI helps compliance teams stay proactive rather than reactive. It also assists in navigating complex laws such as HIPAA and FDA regulations, which often change and require constant vigilance. In this post, we’ll cover what AI in healthcare compliance means and examples of how it’s used. We will also discuss its benefits, challenges, and best practices for implementing AI responsibly. What Is AI in Healthcare Compliance? AI in healthcare compliance refers to the use of artificial intelligence (AI) technologies such as machine learning, natural language processing, and robotic process automation to help healthcare organizations monitor, manage, and maintain regulatory compliance. These AI systems can process vast amounts of healthcare data and medical records to identify patterns, detect anomalies, and flag potential compliance risks faster than traditional methods. In the past, compliance efforts relied heavily on manual reviews and human oversight, which made it difficult to keep up with the evolving regulatory landscape. Traditional compliance methods often led to human error, slower audits, and delayed responses to regulatory challenges. With AI in healthcare, however, organizations can ensure compliance in real time by using predictive analytics, AI algorithms, and generative AI tools that analyze data, assess risks, and provide valuable insights to healthcare professionals and medical practitioners. These AI applications support compliance programs and enhance patient safety, improve data security, and ensure data privacy across healthcare systems. By integrating AI models into existing systems, healthcare providers can maintain compliance with relevant regulations such as HIPAA and the False Claims Act while improving patient outcomes, healthcare delivery, and overall risk management in the healthcare industry. Why Should Healthcare Organizations Use AI for Compliance? Healthcare organizations are increasingly turning to AI in healthcare compliance because it offers unmatched efficiency, accuracy, and adaptability in today’s fast-changing regulatory landscape. By automating repetitive and time-consuming compliance tasks, AI tools reduce manual labor and free up healthcare professionals to focus on improving patient care and patient safety. Tasks that once took hours of human review can now be completed in minutes using AI algorithms and predictive analytics. This increased efficiency saves time and ensures more consistent adherence to regulatory requirements. Another important benefit is the improved accuracy that AI brings to compliance efforts. Human mistakes are a common source of compliance risks and regulatory issues, especially when handling large amounts of healthcare and medical data. AI systems can continuously analyze data, spotting patterns or irregularities that might suggest possible violations of laws like HIPAA or the False Claims Act. By identifying these problems early, organizations can avoid expensive fines, keep data secure, and enhance risk management throughout their operations. AI also gives immediate insights and quicker decision-making that traditional compliance methods can’t match. Using machine learning and natural language processing, AI can quickly review documents, evaluate compliance performance, and identify new threats or inconsistencies. This helps healthcare providers and medical professionals make proactive choices and tackle compliance issues before they become bigger problems. Furthermore, AI implementation supports scalability, which is crucial for large healthcare organizations and life sciences companies managing vast amounts of patient data and complex workflows. As the volume of healthcare information grows, AI models can adapt and evolve, maintaining compliance across multiple facilities and systems. With AI applications seamlessly integrated into existing systems, organizations can ensure continuous compliance, protect data privacy, and improve overall healthcare delivery. How Does AI Help Healthcare Providers Stay Compliant? AI plays a crucial role in helping healthcare providers maintain regulatory compliance, manage risk assessment, and ensure patient safety in an increasingly complex healthcare industry. These AI tools reduce human error and provide valuable insights that help healthcare organizations adapt quickly to the evolving regulatory landscape. Data Security and Privacy Compliance One of the most important ways AI in healthcare compliance supports providers is through enhanced data security and privacy compliance. AI continuously monitors healthcare systems for potential breaches, ensuring adherence to HIPAA and other regulatory requirements that protect patient data. By analyzing network activity and health data in real time, AI algorithms can detect anomalies or unauthorized access attempts that might indicate security threats. This proactive detection allows healthcare organizations to respond immediately, reducing the likelihood of data breaches and ensuring patient information remains safe. AI also helps manage data privacy concerns by encrypting sensitive records and ensuring healthcare professionals access only the information necessary for patient care. Regulatory Reporting and Auditing AI also transforms regulatory reporting and auditing by automating tasks that were once manual and error-prone. Through AI applications, healthcare providers can automatically compile and submit reports to regulatory bodies like the Centers for Medicare & Medicaid Services (CMS), the FDA, and state agencies. This automation ensures timely, accurate submissions while minimizing the administrative burden on staff. AI in healthcare compliance helps organizations check their work in real-time, making it easier to spot mistakes, confirm they are following the rules, and fix errors before they lead to expensive problems. This continuous monitoring strengthens regulatory compliance and ensures healthcare facilities remain audit-ready at all times. Billing and Coding Accuracy Accurate billing and coding are critical for both financial stability and regulatory compliance. AI-assisted claims verification tools check medical data and clinical documents to make sure that billing codes match the services given, which helps cut down on fraud, waste, and abuse in healthcare payments. These AI models can flag suspicious claims, detect duplicate submissions, and prevent unintentional errors that could lead to False Claims Act violations. For healthcare providers, the result means fewer denied claims, reduced audit risks, and stronger financial transparency. By automating these processes, AI systems help organizations maintain compliance while improving the efficiency of their revenue cycle management. Risk Assessment and Predictive Compliance One of the most powerful aspects of AI in healthcare compliance is its ability to predict and prevent compliance risks before they escalate. Using predictive analytics, AI technologies look at healthcare data patterns to find possible weaknesses like coding errors, missing documents, or strange staff actions that could lead to future compliance problems. AI dashboards provide compliance officers with real-time insights and visualizations that support proactive management and risk mitigation. This data-driven approach enables healthcare organizations to take corrective action early, strengthen compliance programs, and maintain continuous alignment with regulatory standards. How to Use Artificial Intelligence in Healthcare Compliance? Using Artificial Intelligence (AI) in healthcare compliance helps organizations maintain regulatory standards, strengthen data security, and reduce compliance risks across clinical, financial, and administrative operations. Implementing AI effectively, however, requires a structured and legally sound approach that balances automation with human oversight and expert legal guidance. Here’s a step-by-step look at how to use AI in healthcare compliance efficiently and responsibly: Identify Compliance Needs The first step in using AI for healthcare compliance is to identify where your greatest risks lie. Map out areas where compliance risks are highest, such as billing and coding accuracy, HIPAA data protection, and regulatory reporting. Then, determine which tasks are most time-consuming or prone to human error, like manual audits, claim reviews, or data entry. By pinpointing these weak spots, you can prioritize AI implementation in areas where it adds the most value, helping your organization maintain compliance while improving efficiency and accuracy. Choose the Right AI Tools Selecting the right AI technologies is critical to achieving compliance success. Evaluate AI software designed specifically for the healthcare sector, focusing on tools that include built-in regulatory updates for HIPAA, CMS, FDA, and other relevant regulations. Look for AI systems that integrate seamlessly with your existing electronic health record (EHR) platforms, practice management systems, and data storage solutions. The right AI applications should enhance your ability to monitor patient data, support risk assessment, and streamline regulatory compliance across all operations. Implement AI for Data Monitoring and Security Data privacy and security are at the core of AI in healthcare compliance. Use AI algorithms to detect anomalies in healthcare data, such as irregular access patterns or unauthorized use of patient records. AI systems can automate real-time monitoring for suspicious activity and trigger alerts for potential data breaches or compliance violations. With advanced machine learning models, healthcare organizations can ensure continuous data protection, safeguard patient information, and meet all data security requirements under HIPAA and other regulatory frameworks. Automate Reporting and Audits AI can significantly improve how healthcare organizations handle regulatory reporting and audits. By automating the generation of compliance reports for agencies like CMS, FDA, and state boards, AI tools eliminate repetitive administrative work and reduce errors. They can also cross-check billing and coding accuracy, flagging inconsistencies that might indicate fraud or misreporting. During audits, AI-generated documentation ensures transparency and preparedness, allowing healthcare professionals to respond quickly and confidently to regulatory inquiries. Train Staff and Maintain Human Oversight While AI can enhance compliance efforts, it’s essential to keep humans in the loop. Train employees to understand the capabilities and limitations of your AI systems, including how to interpret alerts and verify AI-generated recommendations. Furthermore, establish protocols for human review of critical compliance decisions to prevent overreliance on automation. Healthcare professionals and compliance officers must remain accountable, ensuring ethical use of AI while maintaining compliance with regulatory requirements and protecting patient outcomes. Continuously Monitor and Improve AI Performance Once implemented, AI in healthcare compliance must be continuously evaluated. Regularly assess the accuracy, reliability, and effectiveness of your AI models and algorithms. As healthcare laws and regulatory challenges evolve, update your systems to reflect new requirements and integrate feedback from staff using the tools daily. Ongoing improvement ensures your AI capabilities stay aligned with best practices in risk management, data privacy, and regulatory compliance. Collaborate With Healthcare Lawyers It is very important to involve experienced healthcare lawyers throughout your AI journey. Before implementing AI-driven compliance systems, consult legal professionals who specialize in healthcare law to ensure your processes align with federal, state, and local regulations. Offit Kurman can help you interpret AI-generated compliance reports, manage potential liability risks, and verify that your AI implementation meets all regulatory standards. Our legal experts provide the guidance necessary to balance innovation with accountability, protecting both your organization and your patients. Understanding the Legal Landscape: The OBBA AI Moratorium and State Regulation The One Big Beautiful Bill Act (OBBA) has recently drawn attention for its proposed but ultimately excluded provision involving artificial intelligence regulation in the United States. As part of the OBBA, Congress considered a 10-year moratorium that would have restricted states from passing or enforcing their laws limiting or regulating the use of artificial intelligence (AI). This proposal covered all AI applications, including AI in medical research, clinical decision support, and broader healthcare practices. According to the National Law Review, the AI moratorium narrowly passed the U.S. House of Representatives with a 215–214 vote. But the Senate rejected the bill, so it was not included in the final version signed into law. While the OBBA itself serves primarily as a budget reconciliation bill, the proposed moratorium raised significant debate across the healthcare sector, as it would have prevented states from enacting or enforcing laws designed to regulate AI use and automated decision systems for a full decade. Under the House version of the OBBA, the moratorium would have paused the enforcement of any state or local regulations “limiting, restricting, or otherwise regulating” AI models, AI systems, or automated decision systems. This would have directly impacted healthcare providers, payers (both governmental and private), and other healthcare organizations integrating AI into their operations. While the medical profession continues to explore how AI technologies can support medical data analysis, predictive analytics, and patient outcomes, there remain ongoing concerns about data privacy, ethical implications, and the safety of these emerging technologies. The OBBA proposal also offered a formal definition of artificial intelligence as a “machine-based system that can, for a given set of human-defined objectives, make predictions, recommendations, or decisions influencing real or virtual environments.” Similarly, it defined automated decision systems as “any computational process derived from machine learning, statistical modeling, data analytics, or AI that issues a simplified output (such as a score, classification, or recommendation) to materially influence or replace human decision making.” While these definitions provide a clear framework for what AI encompasses under federal consideration, the AI moratorium proposal itself did not make it into the final law. This means that, for now, states retain the authority to pass and enforce their own AI regulations, including those that affect healthcare compliance, medical research, and AI-driven patient care systems. What Laws Would The Passage of the OBBA Moratorium Affect? According to the National Law Review, some AI laws that could not be enforced during the moratorium period include existing laws in California, Colorado, Utah, and Massachusetts affecting AI. These state laws include the following: California AB 3030 (with limited exceptions) requires that medical providers who use AI provide disclaimers when “generative AI is used to communicate clinical information to patients.” The law mandates that patients be informed about how to reach a human healthcare professional. California SB 1120 requires that healthcare insurers cannot deny coverage based on AI alone. Instead, there must be sufficient human involvement. The Colorado Artificial Intelligence Act “regulates developers and deployers of AI systems, particularly those considered ‘high risk.’” The Utah Artificial Intelligence Policy Act requires that healthcare professionals (and other regulated professions) inform their patients at the start of any communication if the patient is interacting with generative AI. Exceptions to the OBBA AI Moratorium The OBBA does include specific exceptions. This means the following types of state IA regulations would still be enforceable: Primary Purpose and Effect Exception: The OBBA moratorium proposal would have essentially supported state AI laws that effectively encourage the use of AI or automated decision systems. This would happen if the law removed legal impediments to the use of AI and automated decision systems, facilitated their deployment, or consolidated administrative procedures. No Design, Performance, and Data-Handling Imposition Exception: The OBBA moratorium would have exempted state laws or regulations that avoided imposing substantive design, performance, data-handling, documentation, civil liability, taxation, fees, or similar requirements on AI or automated decision systems, unless federal laws imposed these conditions or the conditions were “generally applicable to other models and systems that perform similar functions.” Reasonable and Cost-Based Fees are an Exception: The OBBA moratorium would exempt state laws or regulations that impose “fees or bonds that are reasonable and cost-based’ and imposed equally on other AI models, AI systems, and automated decision systems that perform comparable functions.” The National Law Review states that OBBA would generally only apply to state laws that treat AI and automated decision systems differently from other computer systems. For example, laws regarding patient privacy, discrimination, and consumer protection would still be enforceable. Privacy Concerns With AI in Healthcare As AI in healthcare compliance continues to grow, one of the most pressing challenges facing the healthcare industry is how to balance innovation with patient privacy. The integration of AI systems, machine learning, and predictive analytics into healthcare delivery has transformed how healthcare providers manage medical data, make clinical decisions, and improve patient outcomes. However, this transformation also introduces significant privacy concerns, especially when AI algorithms process vast amounts of healthcare data that include sensitive and personally identifiable information. Without proper oversight, AI technologies can expose healthcare organizations to data breaches, compliance risks, and violations of regulatory requirements such as HIPAA and GDPR. Some of these concerns include: Patient Data Breaches: One of the most significant privacy threats involves unauthorized access to sensitive patient data. Hacks, misconfigurations, or inadequate security can turn AI systems into a gateway for large-scale data breaches. This puts healthcare providers at risk of violating HIPAA regulations, facing severe penalties, and damaging patient trust. Data Storage and Security: AI-driven platforms often rely on cloud-based data storage, which raises questions about how securely healthcare data is stored and transmitted. Weak encryption, improper data management, or insufficient vendor controls can expose patient information to security risks. Healthcare organizations must ensure their AI applications meet the highest data security standards and include end-to-end encryption, authentication, and access control measures. HIPAA and Regulatory Compliance: Ensuring that AI tools comply with HIPAA, GDPR, and other local healthcare privacy laws is critical. AI implementation must include safeguards to ensure data privacy, proper consent collection, and restricted access to sensitive records. Violations of these regulations can result in costly fines and loss of accreditation for healthcare professionals and institutions. Data Sharing and Third Parties: Many AI systems share medical data with third-party vendors or analytics platforms to enhance model training or performance. However, this introduces potential privacy risks, as each external connection increases the chance of data misuse or unauthorized access. Healthcare organizations must carefully vet vendors, implement data-sharing agreements, and maintain audit trails to ensure compliance and accountability. Anonymization Challenges: Even when patient data is anonymized for AI training, complete de-identification can be difficult. Advanced AI algorithms can sometimes re-identify individuals by cross-referencing datasets, undermining privacy protections. This poses unique challenges for AI developers and compliance officers who must balance data utility with patient confidentiality. Patient Consent and Transparency: Ethical concerns also arise when patients are unaware that their health data is being processed by AI systems. Lack of transparency can lead to distrust and potential legal violations. Healthcare providers must obtain patient consent clearly and ensure individuals understand the use, storage, and protection of their data. Algorithmic Bias and Data Misuse: Improper or biased use of medical data can result in AI algorithms producing discriminatory outcomes, particularly for underrepresented populations. In addition to being unethical, such misuse can violate regulatory requirements and harm patient safety. Proper training, data selection, and regular AI audits are essential to prevent bias and data misuse. Audit and Accountability Gaps: A major challenge in AI in healthcare compliance is the lack of transparency in how AI systems process and use sensitive health information. Many AI models operate as “black boxes,” making it difficult to track decisions or data flows. This lack of accountability can expose healthcare organizations to regulatory scrutiny and weaken compliance efforts. Implementing robust audit mechanisms helps ensure proper oversight and maintains public trust in AI-powered healthcare systems. Need Legal Guidance for AI-Driven Compliance? Artificial intelligence is reshaping how healthcare organizations handle compliance, from automating data monitoring and audit reporting to enhancing billing accuracy and predictive risk assessment. While AI can speed up things, provide immediate information, and lower mistakes, it also raises complicated legal, privacy, and ethical issues, especially when dealing with sensitive patient data or using AI tools for clinical decision support. FAQ Artificial intelligence (AI) is transforming healthcare compliance, but many providers still have questions about its use, safety, and legal boundaries. Below are answers to some of the most common questions about AI in healthcare compliance: How Does AI Help Healthcare Providers Stay Compliant? AI helps healthcare providers stay compliant by automating data monitoring, detecting anomalies, and ensuring accurate billing and coding. It also simplifies regulatory reporting and provides real-time insights to prevent compliance breaches. How Is AI Regulated in Healthcare? AI in healthcare is regulated by federal agencies such as the FDA, CMS, and OCR, along with state-specific laws governing data use and patient privacy. These regulations ensure that AI tools meet safety, accuracy, and ethical standards before deployment. Is Using AI HIPAA Compliant? AI can be HIPAA compliant when properly configured to protect patient data and maintain confidentiality. Healthcare organizations must ensure their AI vendors follow HIPAA’s privacy and security rules for all stored and transmitted health information. Who Guidelines on AI in Healthcare? The World Health Organization (WHO) emphasizes that AI in healthcare must be transparent, ethical, and inclusive. Its guidelines focus on patient safety, accountability, data privacy, and preventing bias in AI-driven medical decisions. Can AI Replace Human Compliance Officers? No, AI cannot replace human compliance officers. It serves as a support tool to enhance their effectiveness. Human oversight remains essential to interpret AI outputs, make ethical decisions, and ensure compliance with nuanced regulations. What Are the Risks of Using AI in Compliance? The risks include potential data breaches, algorithmic bias, and over-reliance on automated decision-making. Without proper oversight, AI errors could lead to regulatory violations or harm to patient trust and safety.
October 13, 2025
Landlord Representation
Rent Filings During the Federal Shutdown: What DC, VA & MD Landlords Need to Know
With the federal shutdown underway, landlords in Virginia, Maryland, and the District of Columbia are asking: Should we pause filings for federal workers? The short answer — no, and here’s why. As the federal government shutdown begins, landlords across the region are understandably concerned about the potential impact on tenants who are federal employees or contractors. While certain state laws provide limited relief for furloughed tenants, landlords should not pause nonpayment filings or alter their standard procedures. Virginia Under Va. Code § 44-209, tenants who are federal employees, independent contractors for the federal government, or employees of companies under contract with the federal government may be eligible for a 60-day continuance of an unlawful detainer case for rent due after the shutdown began. To qualify, the tenant must: Appear in court on the initial hearing date, and Provide written proof that they were furloughed or otherwise not receiving wages or payments due to the shutdown. Importantly, this continuance applies only when the case is for nonpayment of rent, not for other lease violations. Landlords should continue to file nonpayment cases as usual; the court will decide whether a tenant meets the statutory criteria for a continuance. Maryland Under Md. Real Property § 8-401(d), courts may stay (temporarily pause) eviction proceedings for tenants who show that: The property is their primary residence They are a federal, state, or local government employee They were involuntarily furloughed without pay because of the shutdown The stay lasts for a period the court deems reasonable, generally not exceeding 30 days after the end of the shutdown, unless a longer delay is justified. Again, this is a court-granted stay, not a reason for landlords to delay filing. Washington, D.C. D.C. previously enacted the Federal Worker Housing Relief Act of 2019, which temporarily allowed furloughed workers to request up to a 90-day stay of eviction proceedings. That law expired in early 2020 and is no longer in effect. Today, landlords should note that under the D.C. Human Rights Act, treating tenants differently based on their source of income, including federal employment, may constitute discrimination. Overall Takeaway Landlords in Virginia, Maryland, and D.C. should continue handling nonpayment matters in the normal course, allowing courts to determine whether tenants qualify for relief. Do not delay filings or make selective accommodations. Do allow the courts to apply the applicable continuance or stay provisions if a tenant demonstrates eligibility. Avoid differential treatment of tenants based on employment type or source of income. In short: issue notices, file as usual — we will handle the rest in court.
October 9, 2025
Business
The Unsung Heroes of a Successful Exit: Your Advisors
Selling a business is never just about numbers on a page, it’s about preparation, people, and navigating the unexpected. Mike Mercurio presents a compelling series of conversations with client and former Fireline owner Anna Gavin, as she shares the real story behind her company’s sale. From the private moment she first decided to sell, to the surprise challenges of disclosure schedules, and the essential role of trusted advisors, Anna offers a rare, inside look at what the process truly feels like. Whether you’re years away from a sale or already planning one, her journey provides invaluable lessons on timing, team, and trust. In Part 4 of our Selling Your Business series, M&A attorney Mike Mercurio along with client and former Fireline owner, Anna Gavin touch on the critical role that advisors, including financial advisors and Offit Kurman as legal advisors, play throughout the deal process, especially in those intense final weeks leading up to closing. From reviewing contracts and translating legalese into plain English, to offering a safe space for honest questions, Anna reflects on how her legal team became both a guide and sounding board. If you’re thinking about selling, this is a reminder that having experts in your corner isn’t a luxury, it’s a necessity.
October 9, 2025
Healthcare
How to Keep Your Medical Office Compliance Checklist
Keeping your medical office compliant with ever-changing healthcare regulations can be challenging, but it’s essential to avoid costly penalties and protect your practice’s reputation. To stay organized, it’s important to keep your medical office compliance checklist up to date and aligned with federal and state requirements. This includes tracking HIPAA privacy standards, adhering to OSHA workplace safety rules, ensuring billing accuracy, following patient consent protocols, and maintaining staff training records. In this post, we’ll outline practical steps to help you manage your compliance checklist effectively. You will also learn common pitfalls to avoid and how to adapt to new healthcare laws as they evolve. Why Should I Keep a Medical Office Compliance Checklist? Keeping your medical office compliance checklist is your first line of defense against costly agency audits, penalties, and reputational damage. In the healthcare industry, regulators expect healthcare organizations and professionals to maintain full OSHA compliance, from workplace safety standards to the proper use of personal protective equipment. A current compliance checklist ensures your medical office meets key OSHA standards such as the bloodborne pathogens standard, the hazard communication standard, and the emergency action plan. These are all designed to protect employees from exposure to hazardous chemicals, radiation areas, and other recognized hazards. When you keep your medical office compliance checklist updated, you have proof of compliance. This proof is readily available when regulators review your practice. It also helps you anticipate and resolve small issues like outdated written exposure control plans or missing business associate agreements before they escalate into major violations. Reviewing OSHA booklets, OSHA fact sheets, and your written hazard communication program regularly ensures you’re following proper work practices, engineering controls, and employee training requirements to protect workers from serious physical harm. The worst-case scenario for neglecting OSHA compliance and healthcare regulatory requirements can be devastating. Not protecting employees or patients from health dangers like bloodborne pathogens, ethylene oxide exposure, or electrical risks could lead to heavy fines, being forced to close down, or even lawsuits. Noncompliance with the Occupational Safety and Health Act or the healthcare privacy laws can also lead to suspension of your medical license and irreversible reputational damage. Key Areas of Medical Practice Compliance Plan When you keep your medical office compliance checklist current, you strengthen your organization’s ability to meet OSHA guidelines, HIPAA requirements, and other healthcare compliance standards under the Health Act. From workplace safety to data protection, the following key areas form the foundation of an effective compliance strategy for healthcare professionals: Patient Privacy and HIPAA Compliance Protecting patient privacy is at the heart of healthcare compliance. Medical offices must implement policies for proper patient record handling and ensure secure storage and encryption of electronic health records (EHRs). Staff should receive practical training on HIPAA policies, business associate agreements, and medical records management to avoid breaches. Annual HIPAA risk assessments are part of regulatory requirements, ensuring all procedures meet federal privacy standards. A solid HIPAA program prevents violations and protects patients’ trust in your healthcare organization. OSHA Guidelines Following OSHA compliance measures is critical for maintaining workplace safety and preventing serious physical harm. Every medical office should adopt a detailed OSHA compliance checklist that includes a fire prevention plan, an emergency action plan, and a written hazard communication program. Healthcare professionals must receive bloodborne pathogens training and follow universal precautions as outlined in OSHA’s Bloodborne Pathogens Standard to prevent exposure to hazardous chemicals and health hazards. Offices should provide personal protective equipment (PPE) and wear personal radiation monitors in radiation areas, ensuring compliance with the ionizing radiation standard. Regular workplace medical inspections, reviews of safety protocols, and workplace safety audits are necessary to identify recognized hazards and reduce significant risk. The plan should also cover fire safety standards, electrical systems safety, and proper disposal of sharps and biohazard materials. Reviewing OSHA publications and developing your own plan according to additional OSHA standards and general industry standards ensures your medical office meets every applicable OSHA requirement. Billing and Coding Compliance Accurate documentation and ethical billing practices are essential for healthcare organizations. Implementing a compliance checklist for billing and coding ensures that your team maintains accurate medical coding and documentation, adheres to fraud prevention measures, and conducts regular audits of billing practices. Training staff on the latest coding updates and healthcare regulations minimizes the risk of claim denials or regulatory penalties. Compliance in this area reflects a commitment to integrity and transparency in patient care and reimbursement processes. Employee Training & HR Compliance Effective compliance begins with a well-trained workforce. Healthcare professionals must receive mandatory training covering HIPAA, OSHA, sexual harassment, cultural sensitivity, and workplace safety. All staff should understand employee protection laws, the use of personal protective equipment, and employee exposure controls. Maintaining updated certifications, licenses, and an employee handbook with clear policies ensures compliance with regulatory requirements. Proper onboarding and termination procedures, as well as clear communication of employee training requirements, reinforce your medical office’s commitment to safety and ethics. Licensing and Credentialing Every medical office must verify and track valid medical licenses for all providers, DEA registrations, and credentialing with insurance companies. A structured system for renewal reminders and license tracking prevents lapses that could jeopardize compliance. Healthcare organizations should also review their plan and sample programs to confirm that each licensed provider meets applicable standards and fulfills state and federal credentialing requirements. Infection Control & Patient Safety A comprehensive compliance plan prioritizes infection prevention. This includes strict sterilization and cleaning protocols, proper PPE availability and usage, and vaccination policies for staff. Following OSHA’s bloodborne pathogens standard and maintaining a written exposure control plan protects both staff and patients from potentially exposed risks. Furthermore, implementing an incident reporting system, first aid personnel training, and universal precautions helps reduce significant risks in clinical environments. Facilities should also clearly display and follow all hazard communication procedures, designate restricted areas, and post caution signs. Data Security and Technology Data security is another critical part of your medical office compliance checklist. Ensuring EHR system compliance and robust cybersecurity protocols, such as password management, firewalls, and data backups, protects patient information from breaches. Staff should be trained to identify phishing attempts and respond to data breaches quickly. Conducting regular IT audits and reviewing plan requirements for data protection ensures compliance with privacy and healthcare technology standards. Healthcare Laws Every Medical Practice Must Follow From billing and patient data protection to physician self-referrals and kickback prohibitions, every medical office is required to follow these essential healthcare laws to ensure ethical and legal operations: The False Claims Act The False Claims Act prohibits submitting false or fraudulent claims for payment to federal healthcare programs such as Medicare and Medicaid. This includes billing for services not rendered, misrepresenting medical records, or inflating charges. Violations can result in severe civil penalties, treble damages, exclusion from federal programs, and potential criminal prosecution. To maintain healthcare compliance, every medical office should include regular audits in its compliance checklist to prevent billing errors and fraudulent activity. Stark Law The Stark Law governs physician self-referrals, preventing doctors from referring patients to entities with which they or their immediate family members have a financial relationship, unless a specific exception applies. Common exceptions include compliant arrangements under Management Services Organizations (MSOs), in-office ancillary services, and certain fair-market lease agreements. Violating the Stark Law can result in civil penalties, repayment of claims, and exclusion from federal programs, making it essential to review all ownership structures within your healthcare organization thoroughly. The Anti-Kickback Statute (AKS) The Anti-Kickback Statute prohibits offering, paying, soliciting, or receiving any form of remuneration to induce or reward referrals for services covered by federal healthcare programs. This includes cash, gifts, free rent, or bonuses tied to patient volume. Violations of AKS can lead to both civil and criminal penalties, including fines, imprisonment, and exclusion from federal healthcare programs. Every medical office should implement strict internal policies and a compliance checklist to detect and prevent improper financial arrangements or incentive programs. HIPAA (Health Insurance Portability and Accountability Act) HIPAA establishes national standards for protecting patient health information. Medical offices must ensure secure storage and transmission of medical records, proper staff training on privacy policies, and clear patient consent procedures. Healthcare professionals should provide patients with privacy notices outlining how their information is used and shared. Compliance with HIPAA protects patients from unauthorized disclosure and helps healthcare organizations avoid steep civil monetary penalties and reputational damage. Civil Monetary Penalties (CMP) Law The Civil Monetary Penalties Law authorizes the Department of Health and Human Services Office of Inspector General (HHS OIG) to impose fines on individuals and entities that commit certain healthcare violations. These include false claims, illegal kickbacks, and patient inducement schemes. CMP violations can result in substantial fines, exclusion from federal healthcare programs, and personal liability for healthcare providers. Reviewing your compliance checklist regularly helps detect potential red flags before they escalate. Additional Federal and State Regulations to Track in Your Checklist Beyond federal statutes, healthcare organizations must comply with state-specific laws and practice-related regulations. Telemedicine rules vary by state and often require proper licensure for both in-state and out-of-state services. Compliance with FDA and FTC guidelines ensures proper advertising and handling of drugs, devices, and medical equipment. Practices should also monitor state self-referral and False Claims acts, corporate practice of medicine laws, and consumer privacy protections. For medical spas, nursing practices, and MSOs, maintaining compliance with practice-specific regulations is essential. Additionally, every healthcare organization must comply with the No Surprises Act, which requires providing patients with good-faith cost estimates, and the scope of practice laws that govern clinical supervision. Proper storage and handling of medical equipment are also critical to workplace safety, aligning with OSHA compliance and healthcare regulatory requirements. How to Ensure Your Medical Practice Stays Compliant Running a medical office means more than delivering quality patient care and maintaining strict adherence to healthcare compliance and regulatory requirements. From HIPAA and OSHA standards to billing, licensing, and patient safety rules, every aspect of your practice must operate within legal boundaries. Keeping your medical office compliance checklist updated helps prevent penalties, protect employees, and demonstrate your organization’s commitment to ethical operations. Implementing the right systems, oversight, and legal support can make the difference between smooth compliance and costly violations. Here are other steps to take: Appoint a Compliance Officer or Committee: Designate a compliance officer or committee responsible for overseeing all compliance activities, including policy development, employee training, and internal audits. This ensures consistent enforcement of healthcare compliance standards across your organization. Hire a Healthcare Lawyer: Work with an experienced healthcare attorney to interpret complex healthcare regulations, review your legal documents, and guide you through laws such as HIPAA, the Stark Law, and the Anti-Kickback Statute. Develop Written Compliance Policies: Create a detailed compliance plan that covers billing practices, patient privacy, workplace safety, and staff responsibilities. Include OSHA compliance elements such as the bloodborne pathogens standard, hazard communication standard, and fire prevention plan to reduce health hazards and protect employees. Conduct Internal Audits and Risk Assessments: Perform regular audits to detect and correct compliance issues early. These reviews help identify risks in billing, documentation, or workplace safety. The assessments ensure your medical office meets all OSHA and healthcare regulatory requirements. Use Technology and Compliance Software: Implement compliance tracking software to monitor renewals, certifications, and reporting deadlines. Automated tools make it easier to keep your medical office compliance checklist up to date and aligned with new healthcare laws. Encourage Open Communication: Build a transparent reporting culture where employees can raise compliance concerns, safety hazards, or ethical issues without fear of retaliation. This promotes accountability and proactive problem-solving. Document Corrective Actions: Maintain thorough documentation of identified issues and the corrective steps taken. This record demonstrates your good faith efforts to comply with the Health Act, OSHA standards, and healthcare industry regulations. How to Keep Your Medical Office Compliance Checklist Updated Healthcare compliance is an ongoing process that requires active monitoring and continuous improvement. Updating your compliance checklist ensures your medical office adapts to new regulations, evolving OSHA standards, and changes in healthcare law. A structured system for updates helps minimize significant risk and keeps your organization inspection-ready at all times. Here’s what you should do: Assign Compliance Responsibility: Clearly assign responsibility to a compliance officer or manager who will track regulatory updates, OSHA requirements, and healthcare law changes. This person ensures the checklist remains accurate and complete. Schedule Quarterly or Annual Reviews: Regularly review your compliance checklist—at least quarterly or annually—to confirm all written exposure control plans, emergency action plans, and hazard communication programs meet the latest OSHA and healthcare requirements. Use Compliance Software and Automated Reminders: Utilize compliance software with automated alerts for deadlines, renewals, and employee training updates. This technology helps you stay ahead of OSHA guidelines, workplace safety requirements, and employee protection standards. Work with Experienced Healthcare Compliance Lawyers: Collaborate with legal experts to review your compliance policies and ensure your checklist meets every applicable standard under federal and state law. Their team can help your healthcare organization interpret complex OSHA publications, implement corrective measures, and maintain a legally sound compliance plan. Avoid Compliance Issues and Safeguard Your Practice Staying compliant is non-negotiable in the healthcare industry. Keeping your medical office compliance checklist updated protects your practice from regulatory risks, financial penalties, and potential legal action. A proactive compliance program not only helps you meet OSHA, HIPAA, and healthcare law requirements but also safeguards your reputation, ensuring patients and regulators trust your organization’s integrity. By taking preventive measures such as regular audits, legal reviews, and employee training, you can avoid costly mistakes before they escalate. Staying compliant saves time, money, and stress while allowing your team to focus on what matters most: delivering quality patient care in a safe, ethical environment. FAQ Below are answers to common questions about keeping your healthcare organization compliant with OSHA, HIPAA, and other healthcare laws: Who Is Responsible for Ensuring a Healthcare Organization’s Compliance? A designated compliance officer or committee is typically responsible for overseeing healthcare compliance, ensuring all employees follow policies and regulatory requirements. What Are the Five OSHA Guidelines for Medical Offices? The five key OSHA guidelines include maintaining a written hazard communication program, implementing a bloodborne pathogens standard, ensuring proper use of personal protective equipment, establishing an emergency action plan, and conducting regular workplace safety audits. What Should Be Included in a Safety Plan for a Medical Office? A proper safety plan includes emergency response procedures, infection control protocols, and clear instructions for handling hazardous materials. It should also address training, reporting systems, and routine safety inspections to ensure a secure workplace. How Can Medical Office Managers Ensure Compliance With Healthcare Regulations? Managers can ensure compliance by updating their medical office compliance checklist, conducting audits, and holding regular staff training sessions. They should also collaborate with healthcare attorneys to stay ahead of evolving federal and state regulations. What Is a Medical Office Compliance Program? A compliance program outlines internal policies and training designed to prevent violations of healthcare laws and protect patients. It demonstrates the practice’s commitment to ethical conduct and regulatory responsibility. Who Is Responsible for Compliance in a Medical Office? Compliance is a shared duty between the compliance officer, management, and healthcare providers. Each team member must follow established procedures to ensure the office meets all legal and ethical standards. Do Medical Practices Need a Lawyer for Compliance? Yes, medical practices need lawyers for compliance. A healthcare compliance lawyer helps medical practices navigate complex regulations, draft compliant policies, and avoid legal pitfalls.
October 8, 2025
Elder Law and Advocacy
Guiding Families and Caregivers Dealing with Dementia: Medicare’s New GUIDE Program
If you are caring for a loved one with Alzheimer’s disease or another form of dementia, you already know how overwhelming the journey can be. Between doctor visits, medications, daily routines, and the emotional toll on the family, it can feel totally overwhelming, patching together resources and support. Medicare has finally recognized just how hard this journey is for the patient and the caregiver and recently launched the GUIDE Program (Guiding an Improved Dementia Experience). The GUIDE program was developed by the Centers for Medicare & Medicaid Services, and its purpose is to provide comprehensive and coordinated care for people living with Alzheimer’s disease and dementia, while also offering much-needed support for the caregiver, who shoulders most of the day-to-day responsibilities. GUIDE was designed to improve the quality of life, enabling individuals to stay in their homes and communities longer while also reducing the strain on families by integrating medical, social, and community resources into a cohesive plan. Instead of leaving families to figure things out alone, GUIDE now offers a way to connect you with a care team and a dedicated dementia care navigator. When you enroll in GUIDE, the program starts with a thorough assessment of your loved one’s needs, as well as yours, as a caregiver. From there, the care team works to create a plan that covers both medical and day-to-day support. Every participant in the program is connected with a dementia care “navigator,” someone who helps coordinate services and create individualized care plans, which are updated as needs evolve. That plan might include help with managing medications, guidance on connecting to community services like transportation or meal programs, or even just having someone to call when you need advice. GUIDE also includes education and coaching for the caregiver so that they can feel more confident in their caregiving role. The care team also manages transitions and offers around-the-clock access to provide guidance in moments of crisis. The best part of the GUIDE program is that it is free. To participate, your loved one must be enrolled in traditional Medicare and have a formal diagnosis of dementia. They cannot already be in hospice care, living in a nursing facility, or enrolled in certain other programs, such as Medicare Advantage or PACE. GUIDE’s focus is on people living and remaining in the community, where support is often the most fragmented and where families typically struggle to navigate a confusing array of resources. What makes this program especially unique is that it puts caregivers at the center of the care plan. Medicare has long covered medical services, but this is one of the first times it has stepped in to consider long-term care and recognize and support the unpaid family members and friends who provide most of the hands-on care. GUIDE acknowledges what caregivers already know: that supporting the caregiver is essential to supporting the person with dementia. Since the program is still new, not every provider is currently offering it. To determine if GUIDE is an option for your family, you should check with your loved one’s primary care physician or reach out to your local Alzheimer’s Association chapter. While GUIDE is just beginning, it has the potential to make a real difference for families. Instead of feeling alone in the maze of dementia care, families will have someone helping to coordinate, guide, and support. For caregivers in the Sandwich Generation who are often stretched to their limits, that extra layer of help means less stress, fewer crises, and more time to focus on what really matters: spending meaningful moments with the person they love.
October 7, 2025
Labor and Employment
Government Shutdown Pauses E-Verify Operations, But I-9 Rules Still Apply
The government shutdown has closed the E-Verify program, meaning employers cannot access their E-Verify accounts. As a result, enrollment, creation of cases, running reports, and terminations are all suspended. Additionally, all customer service channels are closed. Temporary Policies The “three-day rule” for the creation of E-Verify cases is suspended, but the I-9 rules and verification requirements continue. This means that employers must still complete Form I-9 no later than the third business day after an employee starts work for pay and comply with all other Form I-9 requirements. Employers will need to assist employees with completing a paper version of Form I-9, and for any employee whose E-Verify+ cases were “Pending Employee Response” or “Ready for Review” in the E-Verify system. Any pending E-Verify mismatches during the shutdown will not accrue time towards deadlines. If a SSA mismatch has occurred, employees will have to wait until E-Verify is back in operation to correct their mismatch at the SSA. Employers are advised they may not take any adverse action against an employee whose E-Verify case is “Interim case status.” Federal contractors are advised to contact contracting officers regarding deadlines.
October 6, 2025
Business
Due Diligence in M&A Transactions: Why First-Time Buyers Should Avoid Analysis Paralysis
For many first-time buyers, the initial instinct in M&A transactions is to scrutinize every financial detail, prolonging the diligence process until they have an answer to every single question. This is certainly understandable, particularly for first-time buyers; however, this approach can often do more harm than good. The reason many deals fall apart is because they lose momentum, conditions shift over time, or sellers simply lose patience and walk away. All of these are considerable risks when the diligence process extends too long. Over-Diligence While thorough diligence is essential in any M&A transaction, when there is too much focus on financial minutiae, it can result in decision making paralysis. For first-time buyers, this can be difficult as they struggle to quantify risk and get caught in over-diligence, or a cycle of analysis and re-analysis. What can end up happening is analysis paralysis, meaning the fear of the unknown stops a deal from progressing. When buyers engage in over-diligence, it can lead to deal fatigue, where one or more parties lose interest or confidence as the process drags on for too long. When the diligence process stretches out, market conditions can also shift during the delay, or there could be internal changes such as an executive departing or a new business challenge arising. Timing is Essential In any transaction, momentum is key, and timing is everything. During the diligence process in M&A transactions, there are three ways in which timing can make a critical difference. First, timing is essential to the overall process. By keeping diligence tight, you can better ensure that the entire process will be compact and efficient. Then, there is timing of the market. When external factors such as regulatory shifts or new competitors pop up, they can start to impact deal value when a deal lingers. And finally, there is the internal timing of the target company itself. Over time, internal challenges could arise with leadership or operations that can lead to unnecessary hurdles. So, when diligence drags on too long, buyers run a significant risk of paying the same price for a business that could be fundamentally different, or even losing the deal all together. Buyers should also consider the period of exclusivity to complete diligence outlined in the LOI. That period of exclusivity can run out, and buyers could be forced to request extensions if they spend too much time focusing on incremental details. At a minimum, this can erode confidence, and at the worst, the seller could walk. Built In Protections It important for first-time buyers to understand one constant in M&A transactions: there is risk in every deal. But equally as important to understand is that you do not need to chase every risk. That is why there are built-in protections in transactions to help buyers move forward even when every minute detail is not fully uncovered during the diligence process. Buyers should work closely with legal counsel and advisors to structure agreements that include contractual provisions such as representations, warranties, indemnifications, and insurance solutions to protect parties from anything that was not uncovered. These kinds of tools are designed to balance the interests of buyers and sellers, and they allow buyers to focus their diligence efforts on those issues that affect valuation or viability of the deal, rather than wasting valuable time attempting to eliminate all risks. At the end of the day, diligence is designed to manage risk, not to eliminate it entirely. When you resist the tendency to over analyze financials, and stay focused instead, you can better maintain the necessary momentum and avoid paralysis. This leads to deals that close with confidence and are set up for long-term success.
October 6, 2025
Business
The Part of the Deal No One Warns You About: Disclosure Schedules
Selling a business is never just about numbers on a page, it’s about preparation, people, and navigating the unexpected. Mike Mercurio presents a compelling series of conversations with client and former Fireline owner Anna Gavin, as she shares the real story behind her company’s sale. From the private moment she first decided to sell, to the surprise challenges of disclosure schedules, and the essential role of trusted advisors, Anna offers a rare, inside look at what the process truly feels like. Whether you’re years away from a sale or already planning one, her journey provides invaluable lessons on timing, team, and trust. In Part 3 of our Selling Your Business series, client and former Fireline owner, Anna Gavin chats with her M&A attorney Mike Mercurio about a step that often catches sellers completely off guard — disclosure schedules. After what feels like the heavy lifting of diligence, you're suddenly asked to translate everything into a legal document that modifies your reps and warranties. It’s tedious, detailed, and critical to the final outcome. Anna shares her first-hand surprise at how complex this stage was and why having the right legal support made all the difference.
October 2, 2025
Labor and Employment
New York City Expands Minimum Pay Protections to Grocery Delivery Workers
On September 10, 2025, the New York City Council voted to override Mayor Eric Adams’ vetoes and enacted legislation extending workplace protections and minimum pay standards to grocery delivery workers. With this development, app-based couriers delivering groceries through third-party platforms, such as Shipt or Instacart, will now be entitled to the same $21.44 per hour minimum pay rate that has been in effect for restaurant delivery workers since April 2025. Background: How We Got Here New York City has steadily built out a framework for regulating app-based delivery work. In 2021, the city became the first in the nation to pass comprehensive legislation creating wage and workplace protections for restaurant delivery couriers. That law prohibited companies from charging workers fees to access their pay, guaranteed restroom access at restaurants, required companies to provide insulated delivery bags, and mandated greater transparency around pay and tips. It also authorized the Department of Consumer and Worker Protection (DCWP) to study working conditions and establish a minimum pay standard. Following DCWP’s review, the city implemented a pay floor for restaurant couriers in 2023. After scheduled increases, the minimum pay rate reached $21.44 per hour as of April 1, 2025. Until now, however, grocery delivery workers have remained excluded from those protections. The July 2025 Legislation On July 14, 2025, the City Council passed a package of bills aimed at closing that gap. In addition to extending the minimum pay standard to grocery couriers, the bills required delivery apps to build in a 10% tipping option at checkout and mandated that workers be paid within seven days of the close of a pay period. When Mayor Adams did not act within 30 days, most of the bills automatically became law on August 13, 2025. However, Adams vetoed two of the most significant measures, including those that would have extended minimum pay to grocery delivery workers. In his veto message, he expressed concern that higher labor costs would lead to rising grocery prices at a time when many New Yorkers, particularly seniors, families relying on SNAP or EBT, and individuals with disabilities, already face food insecurity. The Council Override The City Council strongly disagreed, emphasizing that grocery couriers face the same risks and exploitation as restaurant couriers and deserve equal treatment. On September 10, 2025, the council voted to override the mayor’s vetoes, enacting the measures in full. While some provisions are tied to the effective dates of related safe-access legislation, the core result is that grocery delivery workers are now covered by the same $21.44 hourly pay standard as restaurant couriers. Reactions and What Comes Next The legislation has sparked vigorous debate. Worker advocates and council sponsors hailed the change as a victory for fairness, pointing out that grocery and restaurant couriers often perform identical tasks under similar conditions. Delivery platforms and some grocers, by contrast, have warned that the laws will significantly raise costs, potentially by as much as 46%, reduce tipping, cut shifts, and increase fees for local grocers. At least one company has already threatened litigation against the city. DCWP will continue monitoring compliance, and enforcement is expected to be strict. For businesses operating in New York City, this means both restaurant and grocery delivery models are now subject to enhanced wage obligations, new in-app tipping requirements, and accelerated payment timelines. Employer Takeaway The expansion of New York City’s delivery worker protections represents another step in the city’s effort to regulate the gig economy. App-based service providers should act quickly to review pay practices, update app functionality, and confirm compliance protocols to avoid penalties or reputational risk. Grocers that rely on third-party platforms should also be prepared for potential increases in delivery costs and related contract renegotiations.
September 29, 2025
Estates and Trusts
Who Gets the Sofa? Dividing Up Your Stuff Without Drama
Benjamin Franklin famously said that the only two certainties in life are death and taxes. A close third would be family squabbles over who gets the personal property when someone dies. Even a well-thought-out estate plan may leave room for disagreements. For example, if Mom leaves everything to her children “in equal shares,” assets like investment accounts and real estate can simply be liquidated and divided up. But when it comes to household items like photos and family heirlooms, each item is unique — and sometimes holds deep sentimental value. What’s the value of the old sofa where Dad used to read to the kids versus the cake plate Mom used to pull out for each child’s birthday? These can be difficult questions to grapple with, especially in the emotionally fraught time after a profound loss. With a little extra planning, however, you can help head off a family row over who gets what. The first step is to choose a personal representative (“executor”) with experience in settling estates and distributing personal property. In many cases, a lawyer or other third party who is not a family member can be the best choice. This person has no personal stake in the matter and can remain above the fray of family politics. Regardless of whom you appoint, your personal representative can choose from several methods of administering your tangible property. The beneficiaries can draw numbers and then, in the order of the numbers they chose, take turns picking one item each from the estate until everything has been selected. A similar approach is to have the children take turns choosing an item, starting with the oldest child and working down to the youngest. If the beneficiaries get along well, each can simply be given a pad of Post-its in a different color to place on the items he or she wants. If more than one sticker appears on an item, the beneficiaries who placed them can negotiate who should get the piece, perhaps in exchange for allowing the other person to receive another item that is in dispute. Having all the beneficiaries agree to the process beforehand is the best first step. There may still be grumblings among those who don’t get something they wanted, but at least they can agree that the process was fair. An even better approach is to say who gets what before anyone dies. Specific bequests of tangible personal property can be included in your will. Naming the individual who is to receive an item, whether it’s a laptop, a ginger jar, or an Ikea sofa, will help keep disputes to a minimum. A “catchall” clause can state that any property not specifically named is to be sold, with the proceeds of the sale to become part of the remainder of your estate. Alternatively, many wills allow the testator to write a memo that says that certain items go to certain people. It’s important to verify first that the will allows for such a memo, and the memo should reference the section of the will that does this. The benefit of writing a memo is that it doesn’t need to involve a lawyer or notary. If you decide to sell an item on eBay, or if the relative who was supposed to receive it has fallen out of favor, you can simply tear up the memo and write a new one. A well-drafted will should also allow for the estate to pay for the cost of insuring and shipping any items that go to beneficiaries who live out of the area. “A cynic,” said Oscar Wilde, is someone who knows “the price of everything, and the value of nothing.” Accounting for the sentimental value of your personal property can help prevent an outbreak of cynicism after you are gone. If you’re not sure where to start, call an estates and trusts attorney for help.
September 29, 2025
Bankruptcy
When the Subsidiary Fails: Litigation Risks for Officers and Directors of Parent Companies
A recent decision in an adversary proceeding in Delaware, arising from the Chapter 7 liquidation of Rosetta Genomics, Inc., serves as a cautionary tale for corporate officers and directors — especially those of parent companies operating across borders. In Beskrone v. Berlin (In re Rosetta Genomics Inc.), 18-11316 (Bankr. D. Del. July 14, 2025), the complaint, which survived a motion to dismiss, underscores how fiduciary and fraud-related claims can reach beyond the immediate debtor to implicate leadership at the parent level, even when that parent is based outside the United States. Rosetta Genomics, Inc., a Delaware corporation, was a wholly owned subsidiary of Rosetta Genomics, Ltd., an Israeli biotechnology company. The U.S. entity was created to commercialize diagnostic tests in the American market. The parent company developed new diagnostic tests based on various genomics markets, including DNA, microRNA, and protein biomarkers, using various technologies, including qPCR, microarrays, Next Generation Sequencing (NGS), and Fluorescent In Situ Hybridization. The complaint alleges that the Delaware subsidiary’s most significant assets were its subsidiaries Minuet Diagnostics, Inc. and GynoGen, Inc., as well as the diagnostic test RosettaGX Reveal (“Reveal”). The latter accounted for the vast majority of the debtor’s revenue (up to 85%). The Israeli parent company owned another diagnostic test RosettaGX Cancer Origin Test. In 2012 Medicare established a reimbursement rate for Cancer Origin and published a formalized coverage decision through a Local Coverage Determination. This meant that the debtor and/or parent received approved automatic payments for claims submitted to Medicare and private insurers for Cancer Origin. The Reveal test was rarely reimbursed, but it was often billed under the coding for Cancer Origin. Central to the claims is the alleged miscoding of RosettaGX Reveal, which led to inflated revenues. Despite learning of Medicare scrutiny in mid-2017, the executives allegedly failed to disclose the issue to investors and continued to raise capital, ultimately contributing to the collapse of both entities. According to the complaint, Sabby Healthcare and Sabby Volatility Warrant Master Funds (collectively “Sabby”) and a potential merger partner incorporated financial statements that allegedly misrepresented the true source of revenue, omitting the coding irregularities. After the merger partner walked away, the Delaware subsidiary was placed in a Chapter 7 proceeding in 2018. Years after the subsidiary was put in a Chapter 7 proceeding, the trustee, Don Beskrone, initiated litigation not only against the officers of the debtor but also against the executives of the Israeli parent. Interestingly, a lawsuit was first commenced in the Southern District of New York in 2021, and the case was dismissed without prejudice for lack of personal jurisdiction. What facilitated the litigation was an assignment of claims from the Israeli parent’s liquidator and Sabby, which had invested nearly $8 million in the parent company under securities purchase agreements signed. The lawsuit asserts a number of causes of action, including breach of fiduciary duty, gross negligence, fraud, and negligent misrepresentation on behalf of the bankruptcy estate, against Kenneth Berlin (CEO of the parent and sole director of the debtor), Ron Kalfus (CFO of both entities), and Brian Markison (chairman of the parent’s board). All are U.S. citizens, yet their roles in the foreign parent did not shield them from liability in the U.S. bankruptcy court. The defendants in their motion to dismiss emphasize that Rosetta, Ltd. operated in the intensely competitive and rapidly changing biotechnology marketplace, and it had a consistently disclosed history of losses, as well as extensive disclosures in its public filings detailing the many risks inherent in investment (including, but not limited to, the risks inherent in Medicare billing determinations). Its failure was a risk that was clearly disclosed both early and often. Sabby, on the other hand, was a sophisticated investor that well understood the risks associated with investment in biotechnology and healthcare startups. The defendants challenged the complaint on numerous procedural grounds, including lack of subject matter jurisdiction, statute of limitations, forum non-conveniens, and failure to state claims. Nonetheless, the court allowed the case to proceed, signaling that directors and officers, even of foreign parents, can face serious litigation exposure when a U.S. subsidiary fails. This case is particularly instructive because it highlights how liability can extend across borders and corporate structures, exposing parent company officers to U.S. litigation and broadening the scope of claims through investor and liquidator assignments.
September 26, 2025
Labor and Employment
The Heat Is On: OSHA’s Proposed Heat Safety Rule Advances with June 16 Hearing
Update: OSHA Extends Post-Hearing Comment Deadline On September 17, 2025, OSHA extended the deadline for submitting post-hearing comments on its proposed Heat Injury and Illness Prevention in Outdoor and Indoor Work Settings rule. Chief Administrative Law Judge Steven Henley granted a 30-day extension, moving the deadline to October 30, 2025. As a reminder, OSHA published the proposed rule in the Federal Register on August 30, 2024 and held an informal public hearing from June 16 through July 2, 2025. The agency has received more than 43,000 comments to date. Only stakeholders who filed a Notice of Intent to Appear at the hearing may submit post-hearing comments at this stage. Submissions, including supporting data, must be filed electronically through www.regulations.gov (Docket No. OSHA-2021-0009). What this means for employers: Employers who are eligible to file post-hearing comments should review their earlier submissions and consider whether supplemental comments are warranted before the October 30 deadline. Even if not eligible, employers should continue to monitor this rulemaking closely, as OSHA is moving forward quickly with finalizing the heat standard. Proactive compliance planning — including assessing current heat-illness prevention measures — will help employers stay ahead of regulatory changes. Original article published on June 19, 2025 As summer temperatures soar, so does the urgency for workplace safety measures to protect employees from heat-related illnesses. On July 2, 2024, the Occupational Safety and Health Administration (OSHA) unveiled its proposed rule, “Heat Injury and Illness Prevention in Outdoor and Indoor Work Settings,” a groundbreaking step toward establishing the first nationwide standard to combat excessive heat in workplaces. With a public hearing scheduled to begin on June 16, 2025, this proposed rule is poised to reshape how employers across industries manage heat hazards. OSHA will hold the hearing virtually, and it will continue through July 2, 2025. The purpose of the hearing is to gather public input on the proposed rule, which aims to protect workers from hazardous heat exposure. What is the Proposed Rule? OSHA’s proposed standard is a comprehensive framework designed to protect approximately 36 million workers in both indoor and outdoor settings. The rule applies to all employers and activates when the heat index hits 80°F for more than 15 minutes during any 60-minute period — termed the “initial heat trigger.” At 90°F, the “high heat trigger” introduces additional requirements. Here’s a snapshot of what employers would need to do: Written Heat Injury and Illness Prevention Plan (HIIPP): Employers must develop and implement a tailored, written plan to evaluate and control heat hazards. This includes designating a heat safety coordinator to oversee compliance. Temperature Monitoring: Outdoor employers must monitor temperatures frequently to assess heat exposure accurately. Indoor employers need to identify areas where the heat index may reach 80°F and incorporate a monitoring plan into their HIIPP. Mandatory Breaks and Cool-Down Areas: At the initial heat trigger, employers must provide access to drinking water and break areas. At the high heat trigger, mandatory 15-minute breaks every two hours and observation systems (similar to buddy systems) to monitor for heat illness symptoms are required. Training and Acclimatization: Employees must receive training on heat hazards, emergency responses, and acclimatization protocols to gradually build tolerance to higher temperatures, especially for new or returning workers. Hazard Alerts and Signage: Employers must issue heat hazard alerts before shifts or when high heat is recognized, using accessible communication methods that are easily understood by all employees. For indoor areas frequently exceeding 120°F, warning signs are mandatory. This isn’t just a suggestion—it’s a specification standard, meaning employers have little wiggle room to deviate from OSHA’s requirements. The rule’s scope is vast, covering general industry, construction, maritime, and agriculture; however exemptions apply to work with no reasonable expectation of reaching the initial heat trigger or areas consistently air-conditioned below 80°F. Why This Rule Is a Big Deal OSHA’s push for a federal heat standard has been simmering since 2021, fueled by President Biden’s Executive Order 13990 on climate change. The agency’s National Emphasis Program on heat hazards, launched in April 2022, underscored the need for action, though citations under the General Duty Clause have been sparse and often overturned in litigation. This proposed rule aims to close those gaps, providing clear, enforceable requirements to protect workers from heat-related illnesses, which can range from heat exhaustion to life-threatening heatstroke. The timing is critical. Rising temperatures are no longer just a summer concern—record-breaking heat waves are hitting year-round, especially in regions like the Southwest. States like California, Minnesota, Oregon, and Washington already have heat illness prevention standards, and California’s recent indoor heat rule (effective July 23, 2024) shares similarities with OSHA’s proposal. For employers with existing plans, the good news is that OSHA’s rule doesn’t mandate changes if your program already includes the proposed elements. However, aligning your plan with OSHA’s requirements could be a smart move to avoid General Duty Clause violations. The Public Hearing: Your Chance to Shape the Future The public hearing begins on June 16, 2025 (and continues through July 2, 2025), offering a platform for employers, industry groups, and workers to weigh in. Only those individuals who filed a timely Notice of Intention to Appear (NOITA) will be allowed to testify or ask questions at the hearing. The comment period, which closed on December 30, 2024, saw robust engagement, and this hearing is the next step in refining the rule. Recent Supreme Court decisions, such as Loper Bright Enterprises v. Raimondo, have raised questions about the authority of federal agencies, potentially impacting OSHA’s rulemaking. Additionally, the Trump administration’s “Regulatory Freeze Pending Review,” issued on January 20, 2025, could delay or alter the rule’s trajectory, though its impact on ongoing rulemaking remains unclear. The hearing will be a critical moment to gauge the rule’s momentum and OSHA’s response to these dynamics. Practical Tips for Employers While the rule is still in the proposal stage, proactive employers can get ahead of the curve. Here’s how: Review Existing Plans: If you have a heat illness prevention program, compare it to OSHA’s proposed elements. Gaps in training, monitoring, or break policies could expose you to future citations. Engage in the Hearing: Attend the hearing (even if you failed to submit a timely NOITA) to stay informed and, if able, to voice practical concerns, especially if your industry faces unique challenges (e.g., indoor heat in manufacturing or outdoor work in construction). Train Your Team: Start training supervisors and employees on heat hazards and acclimatization now. Early adoption can reduce risks and demonstrate compliance readiness. Monitor State Standards: If you operate in states with existing heat rules, ensure compliance while preparing for potential federal alignment. California’s indoor rule, for example, has trigger points at 82°F and 87°F, slightly different from OSHA’s. The Heat Is On—Are You Ready? OSHA’s proposed heat injury and illness prevention standard is a wake-up call for employers to prioritize worker safety in a warming world. With the public hearing kicking off on June 16, 2025, now is the time to engage, prepare, and adapt. Whether you’re a small business or a multinational corporation, this rule could redefine your workplace safety obligations.
September 25, 2025
Sports Entertainment and Media
Court Reinstates Jury Finding in Disney Motion Capture Copyright Dispute
The Ninth Circuit recently issued a partial reversal of a grant of summary judgment to Disney in a dispute stemming from the misuse of motion capture software. This case arose when Disney's visual effects contractor, Digital Domain 3.0 “DD3,” allegedly used Rearden's copyrighted MOVA motion capture software without authorization during production of the 2017 Beauty and the Beast film. While a jury found Disney vicariously liable and awarded $250,638 in actual damages plus $345,098 in profits, the district court granted Disney's motion for judgment as a matter of law, concluding that Disney lacked the ability to supervise DD3's directly infringing conduct. The ability of Disney to supervise DD3’s misuse constitutes a necessary element of vicarious liability. The Ninth Circuit disagreed on appeal, holding that sufficient evidence supported the jury's finding that Disney had the practical ability to supervise and control DD3's conduct. The court rejected Disney's arguments that it was impractical to conduct due diligence on every piece of software used by vendors and that it had no way to identify the infringement, finding that the jury could reasonably conclude Disney had the reasonable ability to identify DD3's potentially infringing use of MOVA. However, the court affirmed the district court's decision to treat the jury's profit award as advisory, ruling that there is no jury trial right for profit remedies under the Copyright Act. This decision has the potential to motivate large studios such as Disney to rethink their due diligence obligations in cases involving large-scale productions with multiple vendors and complex technological workflows.
September 25, 2025
Mergers and Acquisitions
Finding the Right Deal Partners: Why Pace and Fit Matter
Selling a business is never just about numbers on a page, it’s about preparation, people, and navigating the unexpected. Mike Mercurio presents a compelling series of conversations with client and former Fireline owner Anna Gavin, as she shares the real story behind her company’s sale. From the private moment she first decided to sell, to the surprise challenges of disclosure schedules, and the essential role of trusted advisors, Anna offers a rare, inside look at what the process truly feels like. Whether you’re years away from a sale or already planning one, her journey provides invaluable lessons on timing, team, and trust. In Part 2 of our Selling Your Business series, Anna Gavin dives into one of the most overlooked but critical aspects of selling a business: choosing the right partners for the deal. She discusses with her deal counsel, M&A attorney Mike Mercurio, that from legal advisors to teammates, not everyone is the right fit for every situation. From the sell side perspective, she shares how important it was to align not just on expertise, but on pace, communication style, and approach. Keeping things simple, focused, and moving forward became the guiding principle and it made all the difference.
September 25, 2025
Labor and Employment
Visa Uncertainty: The Presidential Proclamation on H-1Bs and a $100,000 for New Petitions
On September 19, 2025, the Trump administration issued a Presidential Proclamation “Restriction on Entry of Certain Nonimmigrant Workers,” effective at 12:01 a.m. September 21, 2025. The Presidential Proclamation specifically targets H-1B Visa Holders who are outside of the United States. Any H-1B visa holder attempting to enter the United States after the effective date must be accompanied by proof of payment of an additional $100,000 fee. This action created panic among large H-1B employers and employees as employees scrambled to return to the United States before the effective date and time. The Administration, through United States Citizenship and Immigration Services (USCIS), U.S. Customs and Border Protection (CBP), and the Press Secretary’s office, had to “clarify” that their rule was only effective for new H-1B petitions. USCIS Statement attempting to clarify the situation: This proclamation only applies prospectively to petitions that have not yet been filed. The proclamation does not apply to aliens who: are the beneficiaries of petitions that were filed prior to the effective date of the proclamation, are the beneficiaries of currently approved petitions, or are in possession of validly issued H-1B non-immigrant visas. All officers of the United States Citizenship and Immigration Services shall ensure that their decisions are consistent with this guidance. The proclamation does not impact the ability of any current visa holder to travel to or from the United States. Accordingly, individuals in H-1B status in the United States are unaffected. The vast majority of H-1B cases pending for this cap year will also not be affected. Individuals traveling outside of the country with valid H-1B visas or seeking to obtain renewal of an H-1B visa, will also be unaffected. Instead, the focus will be on certain key groups. The first major group will be the new H-1B cap applicants in 2026. These applicants will be required to demonstrate payment of a $100,000 fee before filing their petition with the USCIS. Also, the effective date of the order will directly impact cap-exempt employers looking to hire new workers in H-1B status. These employers tend to be in research, medical, academia, and related fields. It should be noted that there is currently no guidance on how to make the fee payment. Exemptions are also built into the order, but they are not specific. Currently, it appears that they may exist for an individual, a company, or potentially a whole industry, if DHS determines that it is in the national interest of the United States and does not pose a threat to the security or welfare of the United States. Crucially, the Proclamation does not address whether the fee and restriction apply to cap-exempt H-1B workers outside of the U.S., who are typically exempt from the majority of H-1B fees. What should employers do? We currently believe that international travel will not be affected for the vast majority of H-1B visa holders. We recommend all non-immigrant visa holders consult with counsel before international travel, given the current climate. Employers and individuals looking to apply in the 2026 H-1B lottery or seeking employment with a Cap Exempt H-1B employer should seek legal advice immediately. How long is this effective for? The Presidential Proclamation is effective for a period of 12 months. What Happens in the future? The proclamation is likely to face legal challenges as it directly contradicts the will of Congress in the issuance of the H-1B visa program and its implementing regulations, including the introduction of application fees without notice and comment. Entry of nonimmigrants, however, is controlled by the executive branch, so potentially a modified version of this proclamation will continue.
September 22, 2025
Family Law
A Game-Changer for Divorcing Homeowners in Maryland
One of the biggest challenges for divorcing clients is determining how to handle the marital home. Even when both parties agree on who will remain in the home, the refinancing hurdle often proves to be insurmountable, especially given the recent climb in interest rates. Starting October 1, 2025, a new Maryland law will give divorcing homeowners the chance to stay in their home without refinancing. Same loan. Same interest rate. Same mortgage payment. But goodbye to financial entanglement with your spouse. For years, I have counseled homeowner clients on how to keep their home while removing their spouse from liability. Most people can’t pay off their entire mortgage, so it meant having to refinance into a new loan, which often involved higher interest rates, closing costs, and the challenge of qualifying alone. If refinancing wasn’t an option, homeowners would either have to sell the home or convince their spouse to stay financially connected on the mortgage. The options weren’t ideal. Starting October 1, 2025, Maryland is changing the game. A new law requires certain mortgage lenders to allow a divorcing spouse to assume the mortgage, that is, take over the mortgage without refinancing. (House Bill 1018). The spouse assuming the mortgage can keep their same mortgage payment and avoid refinancing fees such as closing costs and appraisals. The law applies to new loans but can also be retroactively applied to loans obtained prior to October 1, 2025, if the divorce decree is entered on or after October 1, 2025. Of course, every law has exceptions. The new law applies to most conventional mortgages, which are commonly used by Maryland families when purchasing a home. It doesn’t automatically cover government-backed loans like FHA, VA, or USDA, or mortgages from major national banks such as Wells Fargo, Chase, or Bank of America. That said, assumption may still be possible with those loans. In fact, we have helped some clients successfully arrange assumptions even before this law has gone into effect. Even though lenders will be required to offer assumption, homeowners will still have to meet the lender’s requirements to qualify for the loan. A skilled family law attorney can assist with crafting a settlement or obtaining a judgment that improves the chances of qualifying and gives families the best opportunity to stay in their home. This new law helps Maryland families worry about one less thing when getting divorced. The law will help families stay in their home, keep children in their same schools, and maintain a sense of normalcy during a time of change.
September 19, 2025
Labor and Employment
The Social Media Aftermath of the Charlie Kirk Assassination – Can An Employer Fire An Employee for Offensive Social Media Posts?
In an article in the September 16, 2025, edition of The Washington Post, the lead paragraph read as follows: “The wave of companies and other institutions firing or suspending employees over what they’ve said in reaction to last week’s killing of conservative influencer Charlie Kirk has expanded in recent days, as some of his supporters in and outside the government amp up a push against speech they say crosses lines.” Thus, the question that arises in the minds of both employees and employers related to the voluminous publicity surrounding the recent Kirk assassination is whether an employee’s social media post, which is deemed to be offensive, can justify the potential termination of such an employee. The short answer to this inquiry is that in the private sector, as opposed to the arena of public employment, where First Amendment protections may be applicable, employers have wide discretion to discipline and even fire employees for posts which are deemed to be unduly offensive, inflammatory, or violative of their cultural or internal policies. The caveat for private sector employers is that employees enjoy statutory protections under the National Labor Relations Act for speech of a political or social nature when such speech or posted comment is related to such employee’s workplace’s wages, hours or terms and conditions of employment. Furthermore, employees also enjoy protections under Title VII of the federal Civil Rights Act if, for instance, their social media posts protest discrimination in the workplace, when that alleged discrimination refers to any protected status, such as religion, national origin, race, disability, etc. Private employers would be well-advised in this incendiary political climate to analyze each situation based on the facts and circumstances of the post in question, and to evaluate whether such post is violative of its internal policies, is deemed to be overly inflammatory and/or offensive to a person(s), is disparaging or defamatory to the employer or its employees or customers, is damaging to the company’s reputation or cultivated image, or is deemed to be simply inconsistent with civilized and acceptable societal discourse. In any situation where termination may be predicated upon a social media post and where uncertainty may exist regarding potential legal exposure and/or a looming public relations crisis, it is always advisable for the employer to consult with competent employment counsel and/or a public relations crisis expert. Howard Kurman is a founder of Offit Kurman, a AmLaw 200 law firm. He is a principal in the firm’s labor/employment practice and regularly counsels employers on all facets of employment and labor relations law and practice. To contact Howard, he may be emailed at hkurman@offitkurman.com, or by phone at his office: 410-209-6417.
September 18, 2025
Estates and Trusts
Planning for Responsible Inheritance: What "Brewster’s Millions" Can Teach Us About Estate Planning
The plot of the 1985 comedy “Brewster’s Millions,” starring Richard Pryor and John Candy, centers around Montgomery Brewster, a minor league baseball player who stands to inherit $300 million from a previously unknown great-uncle. The catch? To receive his inheritance, he must spend $30 million[1] within 30 days without receiving any assets in return, and without merely giving away all the money. If Brewster does not spend the entire $30 million in 30 days, he will inherit nothing. Hijinks ensue. At its core, the movie is a satire on capitalism and consumerism, playing on the common fantasy of inheriting a life-changing fortune from a wealthy relative. However, the film also explores a common concern that many clients have when making their estate plans. They are worried that their beneficiaries will squander their life’s savings and exhaust their inheritance on luxury items or speculative investments. These clients consider how they can ensure that their beneficiaries will responsibly manage a significant inheritance. Brewster’s great-uncle explains that his contest is not an arbitrary one. He wishes to teach Brewster a lesson, to hate spending money so much that he will learn to manage his inheritance wisely. By forcing Brewster to exhaust a fortune, he teaches Brewster to think very carefully about how he spends his money, making strategic and methodical decisions in pursuit of a singular goal. While the movie’s plot is exaggerated for comedic effect, in reality, there are several well-established estate planning techniques a client may consider to instill fiscal responsibility in a beneficiary without going to such extremes. Staggered Distributions and Trustee Discretion It is common sense that a client would not wish for a minor beneficiary to receive an outright inheritance, and virtually all wills and trusts will provide that a minor’s share will be held in trust until a milestone birthday. This ensures that a beneficiary will not receive their inheritance outright until they attain a mature age. To further mitigate the risk of a beneficiary squandering their inheritance, a client may stagger distributions over a significant period of time. For example, the client may direct that the beneficiary’s inheritance be held in trust until the beneficiary turns 25, at which time one-third of the trust assets will be distributed outright. A second distribution of one-half of the assets may be made at 30, with the assets becoming fully distributable upon the beneficiary's attainment of age 35. This approach enables beneficiaries to mature into their inheritance gradually. While the assets remain in trust, distributions may still be made by an independent trustee pursuant to an ascertainable standard, such as for the beneficiary’s health, education, maintenance and support (the “HEMS” standard). The trustee is empowered to decide if, when, and how much to distribute to the beneficiary. If, like Monty Brewster, the beneficiary appears to be recklessly spending their inheritance, the trustee can act as a stopgap and cease making distributions. Incentives Another common strategy is to incentivize the beneficiary to achieve specific goals to receive distributions. By dangling a “carrot” in front of the beneficiary, the client can guide and influence their beneficiary’s personal development and early career path. For example, the client may direct that the beneficiary will only receive a distribution upon obtaining a bachelor’s degree; if the beneficiary does not obtain a bachelor’s degree, their inheritance could be withheld for a longer period or even redirected to a charity. A client might further direct that distributions be made to the beneficiary for every year that they maintain full-time employment. A client could also include directions requiring a trustee to make distributions provided that they are used toward some productive goal, such as the purchase of a home. The client may encourage a beneficiary to keep a family home or vacation house in the family by providing an annual stipend for every year that the premises are maintained in good order. If the client is uncomfortable with such rigid, dead-hand influence over their beneficiary’s actions, they may still consider imparting some non-binding guidance or wisdom. For example, a client may express a preference for their beneficiary to use a portion of their inheritance for charitable purposes or to support a worthy cause. A client might also suggest, but not require, that their beneficiary employs a trusted family financial manager or accountant to assist them with managing their inheritance. Designating the Beneficiary as a Co-Trustee Another great strategy to foster fiscal responsibility is to name the beneficiary as the co-trustee of their trust fund until it is fully distributable. The client will then name a trusted individual or financial institution to serve as co-trustee together with the beneficiary. The beneficiary may be permitted to make distributions pursuant to the HEMS standard, but would not be permitted to participate in making discretionary distributions. This strategy provides greater flexibility and management over the beneficiary’s inheritance and the timing of distributions, while allowing the beneficiary the opportunity to manage their funds under the guidance and mentorship of a more experienced party. This may be especially valuable when the beneficiary has had little to no financial education or experience managing large sums of money. Conclusion Estate planning is much more than merely transferring assets; it is about preserving the client’s values and ensuring appropriate stewardship of the assets they leave upon their death. Estate planners have a variety of techniques and tools that can be employed to protect beneficiaries from themselves, oftentimes used in conjunction to maximize their effectiveness. The key is thoughtful and deliberate planning, exploring with the client the myriad of methods that can be used to achieve their goals and ensure preservation of their legacy. [1] Adjusted for inflation, this $30 million bequest would be approximately $90 million in today’s dollars.
September 18, 2025
Mergers and Acquisitions
What Really Happens When You Decide to Sell Your Business?
Selling a business is never just about numbers on a page, it’s about preparation, people, and navigating the unexpected. Mike Mercurio presents a compelling series of conversations with client and former Fireline owner Anna Gavin, as she shares the real story behind her company’s sale. From the private moment she first decided to sell, to the surprise challenges of disclosure schedules, and the essential role of trusted advisors, Anna offers a rare, inside look at what the process truly feels like. Whether you’re years away from a sale or already planning one, her journey provides invaluable lessons on timing, team, and trust. In Part 1 of our Selling Your Business series, client and former Fireline owner Anna Gavin shares her personal and professional journey that followed her pivotal decision to sell her business. From quietly sitting with the decision for a year to finally voicing it to her spouse, she walks M&A attorney Mike Mercurio, who served as her counsel and deal attorney, through the early steps she took to get informed and prepared. By attending panels, listening to expert advice, and beginning the groundwork a year in advance, her story highlights the importance of planning and just how early that planning really needs to begin.
September 18, 2025
Labor and Employment
The FTC’s Noncompete Ban Is Dead – But Enforcement Is Alive and Well
The Federal Trade Commission has officially withdrawn its appeal in Ryan, LLC v. FTC, putting an end to its controversial attempt to ban noncompete agreements through agency rulemaking. That effort may be over, but the commission has made clear that employers are not free to impose noncompetes “willy-nilly.” As FTC Chair Ferguson recently cautioned, the failure of the Biden Administration’s sweeping ban does not mean the agency is abandoning the field. From Rulemaking to Case-by-Case Enforcement Rather than pursuing broad regulations, the FTC has pivoted toward an enforcement model. On September 4, the commission announced a complaint against Gateway Services, Inc. over its use of noncompete clauses. Alongside the complaint, Commissioners Ferguson and Holyoak issued a joint statement emphasizing a new philosophy – using targeted enforcement to signal to the market what the FTC views as unlawful practices. In their words, a “steady stream of enforcement actions” provides transparency and nudges employers toward compliance without sweeping rulemaking. This case-by-case strategy echoes traditional antitrust enforcement – send a clear warning through precedent, not regulation. Public Input Still Matters At the same time, the FTC issued a Request for Information (RFI) seeking data about how noncompetes are used, justified, and experienced across industries. While the agency insists this is not a return to rulemaking, the RFI will likely shape enforcement priorities, especially sector-specific initiatives. Employers with legitimate business interests in protecting trade secrets or client relationships should consider submitting comments before the November 3 deadline to ensure their perspective is not drowned out by opponents. Healthcare in the Crosshairs The FTC has already signaled special scrutiny of healthcare employers. On September 10, Chair Ferguson sent letters to large health systems and staffing firms urging them to review restrictive covenants in their employment agreements. The move is striking given that states already regulate healthcare noncompetes more aggressively than nearly any other sector – dozens of new bills have been proposed in the past year alone. Why the added federal attention? One explanation may be the flood of public comments targeting healthcare during last year’s failed rulemaking process. In other words, political pressure and anecdotal evidence may be driving the FTC’s focus more than labor market data – where healthcare remains one of the strongest employment sectors nationwide. How Employers Can Avoid the “Willy-Nilly” Label The Gateway Services complaint and other FTC actions provide insight into what will draw scrutiny. Employers should work closely with counsel to design noncompete and restrictive covenant programs that focus on legitimate interests rather than blanket employee control. Key considerations include: Legitimate purpose: Use restrictive covenants to prevent unfair competition and protect confidential information, not merely to retain employees or block mobility. Role-specific tailoring: Reserve noncompetes for positions where they are truly necessary (e.g., senior executives, client-facing sales roles). Apply different restrictions for different levels of employees. Narrower alternatives: Consider whether non-solicitation, confidentiality, or customer protection clauses can adequately protect the business. Reasonable scope: Draft restrictions that are proportionate in duration, geography, and covered activities. Agreements that prevent someone from working for a competitor “in any capacity” – say, even as a janitor – are likely to raise red flags. Compliance with state law: Many states have already tightened restrictions on noncompetes. Ignoring state law not only risks invalidation but may also invite FTC scrutiny. The Bottom Line While the federal ban is off the table, the FTC is not retreating. Employers should expect enforcement actions to continue, particularly in sectors like healthcare, and should take this moment to review their agreements. A thoughtful, legally sound approach to restrictive covenants will make it much harder for regulators to paint your practices as “willy-nilly.”
September 18, 2025
Estates and Trusts
Trust Issues: Did the Clippers’ Leonard's Aspiration Deal Skirt the NBA Salary Cap?
As a trust and estates attorney for professional athletes, I was shocked when news broke that fintech start-up Aspiration owed the LA Clippers small forward, Kawhi Leonard’s personal LLC millions of dollars heading into its bankruptcy. At first glance, it sounded like a straightforward endorsement dispute. However, buried in the otherwise mundane bankruptcy filings was a “companion trust,” another name for an LLC, one that I have drafted for clients, but which has certainly raised some questions. The biggest question of all was whether the LLC was just a conduit for the Clippers’ clumsy attempt to boost Leonard’s income outside the NBA’s salary cap? The Players and the Paperwork Aspiration was founded as a banking platform invested heavily in by Clippers owner, Steve Ballmer. Leonard, a talented 10-year veteran, was already paid well by the Clippers on a max contract with the team. Then in 2022, he signed a four-year, $28 million “endorsement” deal through his personal limited liability company called KL2 Aspire. According to bankruptcy records, a “companion trust,” namely Leonard’s personal LLC, was set up to receive payments from Aspiration. That trust reportedly included a clause voiding the deal made with Leonard and any future payments if Leonard left [1]the Clippers. It should be noted that I draft LLCs and trusts for players all of the time; both can be an integral part of a properly drafted estate plan. Athletes, like all my clients, use trusts and LLCs for probate avoidance, creditor protection, privacy, and tax efficiency. In Leonard’s case, it seems that the LLC was instead drafted to function as a private channel to funnel money received from a company partly funded by the Clippers’ owner into a vehicle controlled by Leonard. The contract then tied the payments specifically to Leonard’s role with the Clippers[2]. Why It Matters Under NBA Rules The NBA’s collective bargaining agreement forbids “salary-cap circumvention”: a team is prohibited from channeling extra compensation to a player under the guise of a third-party deal. The use of a trust or an LLC to marshal assets or income does not change that rule. If the pay by a third party is well above market value for actual promotional work expected of the athlete, or contingent upon staying with the team, it still fits the bill as “compensation” and therefore a violation. It seems there is no evidence that Leonard performed any promotional duties that one would expect of a professional athlete paid millions of dollars. According to podcast host and journalist Pablo Torre, former Aspiration employees have said the marketing component was minimal. Despite the lack of service provided by Leonard, so far, the Clippers and Ballmer have denied any involvement with the generous arrangement. However, the combination of Ballmer’s hefty investment, reportedly in the tens of millions, the team-service clause, and the LLC’s transfers, provides the NBA with plenty to investigate. To be clear, the question is not whether the use of LLCs and trusts to hold players’ assets, or even income, is legal—they are—but whether this one was used as a poorly drafted device to mask Leonard’s compensation as an end-run around the cap rules. If investigators find that the LLC collected “endorsement” distributions meant to keep Leonard in Los Angeles playing for the Clippers, the repercussions will be steep, resulting in hefty fines, loss of draft picks, or perhaps even voided contracts. Until the league finishes its review, the Aspiration deal and Leonard’s LLC remain a cautionary tale to all in the professional sports world and their lawyers. Estate-planning tools like LLCs and trusts are perfectly legitimate and appropriate, but when the use of these documents intersects with team ownership and conditional contracts, these documents may look less like tools in a properly drafted estate plan and more like an end-run around the salary cap. [1] Report - Kawhi Leonard paid after Clippers partner's investment - ESPN [2] Kawhi Leonard situation explained as NBA investigates Clippers
September 18, 2025
Family Law
I Want The House! What It Takes to Keep It After Divorce
For many couples going through a divorce, the marital home is not only their most valuable asset but also their most sentimental asset. If one spouse wants to keep the home, they may need to “buy out” the other spouse’s marital interest. There are several ways to accomplish this, depending on finances, the mortgage, and the overall settlement strategy. The most common way to buy out a spouse’s share is through refinancing the mortgage. The spouse keeping the home applies for a new mortgage in their own name. The new loan pays off the existing joint mortgage. At closing, they may also borrow enough to pay the other spouse their share of the home’s equity. The other spouse is removed from the mortgage and is no longer liable for the debt. The spouse keeping the home gains financial independence and certainty, however they must qualify for the new loan independently, based on their own income, credit score, and debt-to-income ratio. Higher interest rates may also affect affordability. In some cases, a lender may allow an assumption of a mortgage. Instead of refinancing, the spouse keeping the home formally “assumes” the existing mortgage. They take over responsibility for the loan under its current terms. This allows the spouse to keep the existing interest rate and loan terms, which can be especially valuable in a rising interest rate environment. Not all mortgages are assumable, and the lender must approve the assumption. The spouse taking over the loan must still prove they qualify. Some jurisdictions, such as Maryland, are enacting laws that specifically require lenders to allow an assumption incident to divorce, provided the party meets applicable credit and underwriting standards. In Maryland, it also applies retroactively to existing loans (with nuances for conforming vs. jumbo loans). Check your local laws. Sometimes, the buying spouse can offset the other spouse’s equity interest without immediately changing the mortgage. This works when one spouse keeps the home and relinquishes other marital assets of equal value, such as retirement funds, investment accounts, or cash. This avoids immediate refinancing or sale and allows for a creative settlement tailored to the family’s circumstances. The spouse leaving the home may remain on the mortgage unless it is refinanced later, which can impact their credit and borrowing ability. If neither spouse can afford to keep the home,or if it makes more sense financially, the couple may decide to sell. In this scenario, the home is listed for sale, and the proceeds (after paying off the mortgage, costs of sale, and any liens) are divided according to the divorce agreement. This provides a clean break and cash that can help each spouse move forward and eliminates ongoing joint financial ties. However, this can be emotionally difficult, especially if children are still living at home. The timing of the real estate market may also impact the value received. Every family’s situation is different, and the right approach depends on finances, loan eligibility, and long-term goals. Whether through refinancing, assumption, offsetting with other assets, or sale, it’s important to consider both the short-term affordability and the long-term financial implications. Consulting with both a family law attorney and a mortgage professional can help you choose the option that best supports your future stability.
September 17, 2025
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