Category: News Feeds

Urooj will be involved in the ODIs to be played on 30 October, 1 and 3 November and Wasim will call action in the three T20Is. Bazid, Mawoyo, Ramiz and Wilkins will commentate on the both formats.

The PCB, through the consortium of Tower Sports and SportzWorkz, will produce the series in High Definition, which will be carried around Pakistan by the PCB partner PTV Sports as part of the three-year $200million agreement.

The production set-up will comprise 18 HD cameras – 10 manned and eight unmanned – as well as the Decision Review System (DRS) using ball-tracking and edge detection technology, as part of the ICC regulations.

List of international broadcasters will be shared in due course.

Series schedule:

30 Oct – 1st ODI, Rawalpindi. Aleem Dar and Ahsan Raza (on-field umpires), Asif Yaqoob (third umpire), Rashid Riaz (fourth umpire); Javed Malik (match referee)

1 Nov – 2nd ODI, Rawalpindi. Aleem Dar and Asif Yaqoob (on-field umpires), Ahsan Raza (third umpire), Shozab Raza (fourth umpire); Javed Malik (match referee)

3 Nov – 3rd ODI, Rawalpindi. Aleem Dar and Rashid Riaz (on-field umpires), Ahsan Raza (third umpire), Asif Yaqoob (fourth umpire); Javed Malik (match referee)

7 Nov – 1st T20I, Rawalpindi. Aleem Dar and Asif Yaqoob (on-field umpires), Rashid Riaz (third umpire), Shozab Raza (fourth umpire); Javed Malik (match referee)

8 Nov – 2nd T20I, Rawalpindi. Ahsan Raza and Rashid Riaz (on-field umpire), Aleem Dar (third umpire), Shozab Raza (fourth umpire); Javed Malik (match referee)

10 Nov – 3rd T20I, Rawalpindi. Aleem Dar and Ahsan Raza (on-field umpire), Asif Yaqoob (third umpire), Shozab Raza (fourth umpire); Javed Malik (match referee)

Wasim Qadri senior sports journalist based and television show host can follow on Twitter @jaranwaliya

Post published in: Cricket

Now that we have considered the principal reasons a startup may choose to issue convertible notes to investors in lieu of selling shares – namely, to raise capital efficiently and without a fixed valuation – let’s get a better understanding of how a convertible note offering works. Because a startup investor’s strategy is fundamentally high-risk high-reward, convertible notes look much different than, for example, a traditional bank loan to a small business. The goal of a small business lender is to collect interest income whereas the goal of a convertible note investor is to acquire equity in a startup (at a discount) and eventually participate in a liquidity event in the form of a company sale or IPO. Therefore, the deal terms of a convertible note offering differ significantly from more traditional forms of debt financing and are more negotiable. For this reason, it is important for founders and investors to understand the typical deal terms when issuing or investing in a convertible note.   

Principal and Interest

Like any loan, the convertible note will have a principal amount and an interest rate. The principal amount is the amount the investor is investing, which will accrue interest after the note is issued and until the note is converted or repaid. If a convertible note converts into equity, the accrued interest is usually included in the conversion amount resulting in slightly more equity going to the investor. For example, if an investor invests $100k with simple interest at 3%, and the notes convert into equity after two years, the investor is treated as investing $106k into the equity round. Since a startup investor is not really after interest income, the interest rate is not normally a highly negotiated part of the deal and often ranges from 3-5% for a “first money” note offering.

Loan Term

The length of the loan term should give the founders sufficient time to get the company in a position to raise an equity financing, which will convert the notes. A term of 12-24 months after the sale of the first convertible note in the offering is typical.  Although the investors can technically demand repayment of their principal and interest when the notes mature, most of the time the maturity date will be extended if the company has not raised an equity financing by the maturity date. If the company is issuing notes to multiple investors, the notes should all have the same maturity date so founders do not have to negotiate an extension each time a different note matures. Also, founders should consider giving holders of a majority-in-interest of the outstanding notes the right to extend the maturity date for all note investors. This prohibits a disgruntled minority investor from demanding repayment of its investment when the funds may not be there. 

Prepayment

Since the investor wants its principal amount plus any accrued interest converting into equity, prepayment of the investment amount is usually not permitted. Startup investors don’t expect that their companies will have a lot of cash on hand to prepay notes; in fact, it could be seen as a red flag that the company is not reinvesting its earnings in a way that maximizes its growth opportunities.

Conversion on Equity Financing

The most common (and hoped for) outcome is that the convertible notes convert upon the company’s next equity financing. The convertible note investors ideally want the notes to convert into preferred stock, so their hope is that the equity financing that triggers the conversion is led by an institutional investor who will negotiate the terms of the preferred stock. For this reason, the convertible note will only convert on a “Qualified Financing” that results in investment capital exceeding a defined minimum threshold, which is often $500k – $1.5M range depending on the deal. Although note investors want to convert into preferred stock, the notes typically allow for a common stock offering exceeding the specified threshold to convert the notes, and in that case, the convertible notes would convert into common stock at the discount discussed below.

Valuation Caps and Discounts

The convertible note investor is compensated for the risk of investing before the equity financing in the form of a conversion discount. This can be structured simply as a discount, a valuation cap, or both. Most first-money note offerings will give the investor both a discount in the 15-25% range and a discount determined by the valuation cap, whichever results in a lower price for the note investor when its investment converts into equity. For example, let’s assume a company issues an investor a convertible note with a 20% discount and a valuation cap of $5 million. If the company raises a Series A round at a $10 million valuation, the note will convert at the valuation cap because it results in a 50% discount. If, however, the company raises a Series A at a $5 million valuation, the convertible note will convert in at the 20% discount since the $5 million valuation cap provides no benefit.

Conversion at Maturity or Company Sale

Investors will often negotiate additional rights for conversion on maturity or company sale. It is particularly common to give each of the note investors a choice in the event of a company sale to convert to common stock at an agreed upon valuation or receive a multiple of their investment back. If the founders have agreed to sell the company, the note investors will simply take into account the sale price of the company to determine which option results in more money for the investor.

If the company has not raised a “qualified” equity financing by the maturity date, the investors will likely extend the maturity date instead of demanding repayment of the notes. However, the investors may also have negotiated a conversion right allowing them to convert their notes into common stock at maturity. If this right was included, the valuation cap will often be included as the presumed valuation for the investors to convert their principal and interest amount into common stock. Similarly, if the company sells before the notes have converted, the investor often has the ability to convert its note to common stock at a fixed valuation and participate in the sale if it results in more proceeds than a repayment of interest and principal.

Conclusion

Hopefully, this article helps founders and investors alike to understand the typical features of a convertible note offering. It is important to note that what is “standard” often depends on the stage the company is in. A later stage convertible note bridge round will look different than a first-money note offering. In any case, “non-standard” deal terms tend to appear when founders are too eager to take in money or an investor is too quick to jump on a deal, which can cause significant problems down the road. For example, if an investor has the right to get 5x its investment when the company sells, that is going to make future fundraising or a potential company sale more difficult, which is bad for both sides. Similarly, investors can miss out on a lot of value at conversion if they fail to read and negotiate the terms of the convertible note carefully. My advice: read the documents, do your research, and don’t deviate too far from the typical structure unless there is a compelling reason to do so.

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This article is for general information only. The information presented should not be construed to be formal legal advice nor the formation of a lawyer/client relationship.

The good news is that Indiana’s online bar exam results are back and they’re up! Of the 511 examinees, 78 percent have passed, an improvement over the 65 percent who passed last year. Indiana famously junked the whole online test format amid a cascade of technical failures and ran an open book exam over email. Critics may charge that the 13 percent bump reflects the impact of an open book exam — which is probably true! — but also, “who gives a f**k?”

The practice of law is an open book exam, meaning the format that Indiana stumbled into by necessity actually better tests the requisite skills required to competently practice law. While emergency diploma privilege was a better option, given the stress the pandemic placed on applicants taking the early August exam, if a test had to be given, this is the ideal model. Those who failed could have easily failed for a number of reasons, but if they truly struggled to produce quality answers with the aid of research then that makes this a true test of the minimum competency to practice law, which is what bar exams claim — but fail — to offer in the normal course.

Meanwhile, the cyberattack-plagued Michigan exam is also reporting better numbers with their closed book, ExamSoft-administered exam. Michigan’s pass rate was up 8 percent over last July, with 68 percent passing this time.

It’s natural to frame the Michigan numbers as encouraging news for those waiting on results from the recently concluded October Barmageddon. It was another ExamSoft test after all and maybe it indicates that Idaho was just an outlier after the first October jurisdiction to report delivered abysmal results. But in the words of the legend:

Michigan’s 2019 results were actually an outlier. In 2018, 67 percent of applicants passed. Before that, the number hovered around 66 percent with one bust out 73 percent result in 2017. So, while it’s encouraging that the online exam seems to reflect the norm, it shouldn’t be cast as any kind of improvement. Indeed, the steadiness of Michigan results says more about an examination process that preordains a 30-35 percent failure rate than anything else. Plus, Michigan wrote its own test, an important fact when October examinees consistently cited inordinately difficult and confusing questions in the materials provided by the NCBE. While the NCBE claims that there was nothing unique about this round of questions that they provided to online examinations at the same time that they were actively lobbying to replace online exams with in-person exams, applicants who had taken and passed previous bar exams in other jurisdictions branded this roster of questions overly populated by the screwball questions the exam usually peppers throughout the exam to help create some separation.

Where this is good news, possibly, is that it suggests that despite widespread discriminatory issues with the facial recognition software, the examiners may have successfully sorted out the falsely flagged applicants on the back end. That any applicant has to take the exam while their screen is telling them that they’re probably cheating for no reason is still entirely unacceptable, but if examiners successfully redressed this in the scoring it’s of some comfort.

In other words, congratulations to those who passed these exams, and hopefully the October exam (maybe with a heavy hand on scaling) produces similar results. But it’s hard to see these outcomes as indicative of October’s outcome.

Pass Rates Are Up Among the First States to Give Online Bar Exams [Law.com]

Earlier: Bar Exam Passage Rate Nosedives To 29 Percent
Online Bar Exams Rely On Facial Recognition Tech And Guess What? It’s Still Racist!
The Online Bar Exam Amounted To Two Days Of Cruel Vindictiveness
NCBE Chief On Possibility Of Serious Evaluation Of Online Bar Debacle: ‘I Think So… I Don’t Know.’
NCBE Touts Poll, ‘See, People Who Don’t Know What A Bar Exam Is Think We Need Bar Exams!!!’
Like COVID-19, Online Bar Exam Is A Disaster And Was Entirely Preventable

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Joe Patrice is a senior editor at Above the Law and co-host of Thinking Like A Lawyer. Feel free to email any tips, questions, or comments. Follow him on Twitter if you’re interested in law, politics, and a healthy dose of college sports news. Joe also serves as a Managing Director at RPN Executive Search.

In the middle of the second (and final) debate between President Donald Trump and Joe Biden last week, Trump made two lofty claims relating to race. The first was that he’s done more for Black people than any president with the “possible exception of Abraham Lincoln.”  The second was that he was “the least racist person in the room.” I don’t know how many people were in the darkened amphitheater that night, but even if there were only three, the claim itself is a strange one considering how Trump has energized white supremacy groups and labelled the #BlackLivesMatter movement a “symbol of hate.”

Many people believe they’re not racist because they have a Black friend or live in a multiracial neighborhood, or because they’ve never consciously offended people of color or denied them a job or loan or place to live (although from what I’ve read, Trump’s father did just that). But that’s not where the issue ends.

My ancestors weren’t here when slavery existed in the United States. I never purposely discriminated, but I have benefited or, at least, not suffered from the subtle (and none too subtle) prejudice that targets Black people.

We are all formed by the culture in which we live, and our culture has long ignored some startling incidents relating to how Black people have been treated in our country.

I’m not talking about the day-to-day slights where security guards single out Black people to follow in stores, or the likelihood of being stopped by police in a car or on foot just because you’re Black. I’m talking about big historic events that never made it into our history books.

I’m an educated person, but I never learned about the Tulsa Massacre of 1921 until I saw the first episode of “Watchman” this year. In 1921, after a Black teenager was falsely accused of assaulting a white woman, a battle erupted between the Black men trying to protect him from being lynched and a group of white supremacists. Over the next 18 hours, Black people were murdered and their homes and businesses burned. Among the offenders were Tulsa policemen and National Guard troops who joined others in killing people point blank. More than 35 blocks, including 1,200 businesses of what was known as the Black Wall Street, were burned, leaving at least 10,000 people homeless. There’s no official count of how many people died, but it’s believed to be at least 300.

I was never taught this in high school. Rather, I learned about Tulsa by tuning into a TV series based on a graphic novel. Did this really happen, I wondered.  How could I not have known about it? Even now, archaeologists are uncovering what they believe to be the graves of those killed. How many other Americans have never heard of this?

Then there’s the 1898 “insurrection” of Wilmington, North Carolina, when white supremacists marched into town, governed by Black and white elected officials, and used violence to unseat them. Some Black leaders were thrown in jail, others (between 60 to 300) were killed. Once again, we don’t have exact numbers. History was rewritten after the event.

The violent overthrow of the local government by whites was recast as a race riot caused by Blacks which whites needed to quell. Thanks to books like “Wilmington’s Lie” published this year, the real story behind the massacre is being examined anew.

So, what’s Trump got to do with this? On the surface, nothing. These incidents happened a long time ago. But when young Black men are still being shot in the streets, and the President tells white supremacists “to stand back and stand by,” whether he thinks he’s racist or not is irrelevant. His persistent rhetoric feeds a way of thinking that goes back a long time.

Maybe it’s embarrassing to admit, but it’s clear. Racism still exists. White people have long been on the higher end of the social hierarchy and Black people on the lower.

Only when we can see this from a historical, as opposed to personal, context can we move forward.

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Toni Messina has tried over 100 cases and has been practicing criminal law and immigration since 1990. You can follow her on Twitter: @tonitamess.

For years, and indeed as recently as earlier this year, venture capital firms threw money hand over first at a company called NS8. This made a certain amount of sense, insofar as NS8 was a promising player in the ever-growing field of cyber-fraud prevention. But, in one of those delightful turns of events, what they were apparently financing was a fraud in and of itself, as their decision to buy $17.5 million worth of shares from founder Adam Rogas was based on allegedly bogus financials provided to them by Rogas.

A London-based lawyer, Faliq Mohamed Ismail, was arrested on child pornography charges. At the time of his arrest, Ismail reportedly worked in-house at Coutts, a private bank and wealth management firm. He previously worked at a series of Biglaw firms: Clifford Chance, K&L Gates, Latham & Watkins, and Goodwin Proctor.

As reported by RollOnFriday, Ismail “admitted possessing 1,076 videos and 2,173 images of child sex abuse which fell into the most serious category A.” He also “admitted possessing 221 videos and 2,476 images which fell into category B.” All told, Ismail reportedly had a collection of over 14,000 images, which he also admitted to sharing online.

Ismail is described as follows:

The in-house solicitor lives in a flat in Chelsea and was described as “extremely brash and flamboyant” by a source. Ismail maintained an “extremely showy-offy” Instagram account, said a source, where he posted “hundreds of pictures of himself with expensive (ladies) handbags and at fine dining places”. The account, which has now been made private, was called ‘gildedyouths’.

A spokesperson for NatWest, which owns Coutts, said this about Ismail: “We can confirm that the individual is no longer employed by the bank.”

The Solicitors Regulation Authority said this about Ismail’s arrest: “We are aware of the issue, and await conclusion of proceedings before gathering all relevant information and deciding on appropriate action.”

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Kathryn Rubino is a Senior Editor at Above the Law, and host of The Jabot podcast. AtL tipsters are the best, so please connect with her. Feel free to email her with any tips, questions, or comments and follow her on Twitter (@Kathryn1).

* A federal judge may soon certify a class action involving the pay of fighters in the UFC. Maybe they should just resolve their differences in the Octagon… [Yahoo News]

* A former judge in Texas has surrendered her law license after she faced charges for wire fraud and other crimes. [Texas Lawyer]

* A Florida lawyer claims he was racially targeted for jogging late at night around his community. [NBC News]

* Sanctions against an attorney involved in a case concerning Roundup have been overturned. [Bloomberg Law]

* Bed Bath & Beyond is paying $1.49 million to settle a lawsuit claiming it illegally disposed of hazardous waste. Maybe the company will be able to negotiate a 20 percent discount… [CBS News]

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Jordan Rothman is a partner of The Rothman Law Firm, a full-service New York and New Jersey law firm. He is also the founder of Student Debt Diaries, a website discussing how he paid off his student loans. You can reach Jordan through email at jordan@rothmanlawyer.com.

Ed. Note: Welcome to our daily feature Trivia Question of the Day!

Brett Kavanaugh’s concurrence in Democratic National Committee v. Wisconsin State Legislature has been criticized for a number of factual inaccuracies. Among them, Kavanaugh mistakenly wrote that which state (admitted to the United States in 1791 and acted as a counterweight to admission of the slaveholding state of Kentucky) has “decided not to make changes to their ordinary election rules” in response to the pandemic?

Hint: The state’s Secretary of State’s Office has said Kavanaugh’s claim is “simply not true.” Due to COVID-19, this state mailed every registered voter a ballot on Oct. 1, and this “factored into our decision to stick with an election day receipt deadline instead of postmark. We also authorized ballot processing 30 days out. Those are our [state] specific solutions, but other states needs are different. Count. Every. Vote.”

See the answer on the next page.

Pro Bono Week, recognized at the end of October, is a time to celebrate the incredible difference pro bono can make. With individuals and businesses across the nation facing unprecedented challenges due to the pandemic and economic downturn, this work feels more urgent than ever this year.

Practising Law Institute (PLI) is known for providing CLE and other professional development nationally, but the 80+ year-old organization is also heavily invested in pro bono. Kara O’Brien, Vice President of Programs, and Janet Siegel, Director of Pro Bono Services, spoke about PLI’s mission and offerings.

Can you tell us more about PLI’s commitment to pro bono?

Kara O’Brien: PLI has long been committed to providing attorneys with the training they need to represent individuals in a pro bono capacity. It is really at the heart of our mission as an organization. We have a three-pronged approach to providing access to our programs for attorneys who are interested in serving underrepresented communities. With widely available scholarships, free Pro Bono Memberships for legal aid and nonprofits dedicated to providing pro bono legal services, and significantly discounted pro bono programs, our training is accessible and affordable.

Why is this so important to your organization?

KO: PLI has always supported the legal profession and, more broadly, the rule of law. We believe that increasing access to justice ultimately strengthens the rule of law for everyone and we are proud to play a part in that endeavor.

What does PLI’s Pro Bono department focus on?

Janet Siegel: Our Pro Bono team works to raise awareness of the great need for pro bono representation, especially now during this pandemic, and offers training to support attorneys so that they can better represent pro bono clients. We offer programs on a wide number of substantive topics including immigration, domestic violence, criminal justice, housing, nonprofit organizations, consumer bankruptcy and veterans’ issues.

How are these programs developed, and what does PLI do to ensure that its offerings are fresh and relevant to law firms and practitioners?

JS: We constantly follow legal developments and have a great team that can quickly produce and adapt relevant content for our audiences. We’re also very lucky to have highly experienced faculty from both law firms and legal services organizations who review our programs to ensure their relevance and timeliness.

With that in mind, how have you adjusted your program offerings in response to current events? How have those programs been received?

JS: This year, we offered a series of remote and on-demand programs on the impact of COVID-19 on immigration, nonprofit organizations, housing, and employment, as well as best practices and ethical issues in providing remote legal services, all of which drew very large audiences. In response to the protest movement in the wake of George Floyd’s death earlier this year, we quickly organized our civil rights, diversity and related programs so that they could be accessed easily at pli.edu/accessjustice.

Because this is an election year, our program on Voter Rights (now available on-demand) was of great interest as well. We also have a large ongoing curriculum of immigration programs generally, which continue to attract large numbers of attendees.

What would you advise law firms and lawyers looking to get more involved with pro bono?

JS: If your firm has a Pro Bono Manager, that is always a good place to start. Many firms can match you with pro bono matters that meet your interests or help you with skills you wish to develop. Anyone interested in taking on pro bono representation but concerned that they need additional training should check PLI’s pro bono page at pli.edu/probono. We offer programs for all experience levels, led by highly knowledgeable faculty who are deeply committed to access-to-justice issues. Our programs will also give you information about the many opportunities for pro bono and possible organizations to contact.

In addition to training on substantive law, we offer several skills training and ethics programs. Find something that matters to you and jump in. Lawyers have told us that their most rewarding work comes from their pro bono efforts.

Is there anything else you’d like people to know about pro bono at PLI?

If you’re interested in learning more about pro bono in action, our podcast Pursuing Justice: The Pro Bono Files tells the “real-world stories” of attorneys taking on various types of pro bono representation.

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Practising Law Institute is a nonprofit learning organization dedicated to keeping attorneys and other professionals at the forefront of knowledge and expertise. PLI is chartered by the Regents of the University of the State of New York and was founded in 1933 by Harold P. Seligson. The organization provides the highest quality, accredited, continuing legal and professional education programs in a variety of formats which are delivered by more than 4,000 volunteer faculty including prominent lawyers, judges, investment bankers, accountants, corporate counsel, and U.S. and international government regulators. PLI publishes a comprehensive library of Treatises, Course Handbooks, Answer Books and Journals also available through the PLI PLUS online platform. The essence of PLI’s mission is its commitment to the pro bono community. View PLI’s upcoming live webcasts here.