Margolis PLLC

Outside/fractional general counsel services and commercial litigation.

[Matt Margolis @ItsMattsLaw]

Hiring for our FL office. Would be part of our fractional general counsel practice. Looking for 3-5 years of experience + FL licensed. Preference for in-house and L&E experience.

[Matt Margolis @ItsMattsLaw]

that’s not how litigation works

[Margolis PLLC @MargolisPLLC]

A few things that regularly come up during buy-side:

- Key customer contracts have change-of-control provisions that let them walk post-close

- "Recurring revenue" includes customers who haven't actually paid in months

- Random contractors with no contract in place

[Evan Goldman @EvanGoldmanEsq]

After working on dozens of matters together for almost 3 years, FINALLY met @ItsMattsLaw in person. Ate entirely too much sushi, but was an awesome time. @franchise_firm @MargolisPLLC

[Margolis PLLC @MargolisPLLC]

we are computer

[Margolis PLLC @MargolisPLLC]

@ItsMattsLaw @sutherlex

[Margolis PLLC @MargolisPLLC]

we looked it was 8 times

[Matt Margolis @ItsMattsLaw]

when I die please delete my prompt history at work so no one knows how many times I asked claude how to spell subpoena

[Margolis PLLC @MargolisPLLC]

The side with better documentation almost always has more leverage in commercial litigation. Emails confirming scope changes, written approvals, signed amendments. Keep good records.

[Margolis PLLC @MargolisPLLC]

Three things to check in every commercial contract: indemnification scope, liability cap carve-outs, and termination-for-cause mechanics. The downside provisions are the ones that actually matter.

[Margolis PLLC @MargolisPLLC]

Buy-side due diligence surprises: change-of-control clauses that let key customers walk, missing IP assignments in employee agreements, "recurring revenue" from customers who haven't paid in months. The details matter.

[Margolis PLLC @MargolisPLLC]

Buy-side M&A tip: the LOI is where you set your diligence leverage. Exclusivity terms, breakup fees, diligence windows.

[Margolis PLLC @MargolisPLLC]

We marked as “Safe” from the DOJ Insider Trading case today

[Codfish Johnny @CodfishJohnny]

So which Big Law firms leaked in the huge Insider Trading Gang case? Went through cross-referencing and believe I've identified Latham, Goodwin, Willkie Farr, Sidley Austin, Weil Gotshal, and Wachtell. Stunning array of very expensive lawyers. https://t.co/VkPDhE27qM

[Margolis PLLC @MargolisPLLC]

You agreed to resolve disputes in the vendor's home state under their preferred arbitration rules.

That's fine when things are going well.

When things aren't going well, you just agreed to fight on their home court, with their ref, under their rules.

[Margolis PLLC @MargolisPLLC]

Arbitration sounds efficient until you realize:

Limited discovery (can't get the documents you need)
No jury (no sympathetic audience)
Typically no appeal (one shot, final answer)

It's not always bad. But it's not always better. Know what you're agreeing to.

[Margolis PLLC @MargolisPLLC]

Contract Clause Dissection: Governing Law

This clause decides where and how you fight.

Delaware, California, and New York treat the same dispute differently. Arbitration vs. litigation changes the cost structure entirely.

Don't accept it by default. Read it.

[Margolis PLLC @MargolisPLLC]

A cookie consent banner that takes one click to accept and five clicks to reject isn't compliant.

It's also not subtle. Regulators have seen the pattern. So have privacy-conscious enterprise buyers evaluating your product.

[Margolis PLLC @MargolisPLLC]

Cookie consent mistakes that create regulatory exposure:

1. Pre-checked boxes (GDPR requires affirmative consent)
2. No "reject all" option visible
3. Firing cookies before user interacts with the banner

The banner isn't the hard part. Matching behavior to promises is.

[Margolis PLLC @MargolisPLLC]

Your CGL policy has an "occurrence" or "claims-made" trigger. Know which one.

Occurrence: covers events during the policy period, even if claimed later.

Claims-made: only covers claims filed during the policy period.

[Margolis PLLC @MargolisPLLC]

The gap between what your insurance covers and what you think it covers is where lawsuits get expensive.

Audit your policies against your actual risk profile. Not against what feels like enough.

[Margolis PLLC @MargolisPLLC]

CGL insurance covers bodily injury, property damage, and some advertising claims.

It does NOT cover:
- Professional errors (need E&O)
- Data breaches (need Cyber)
- Employment disputes (need EPL)

Most companies buy CGL and assume they're covered. They're not.