Social media sites are transforming not only the daily lives of consumers, but also how companies interact with consumers. Here at Morrison Foerster, across all of our practice groups, we are seeing complex, cutting-edge legal issues arising out of social media. As with the Internet boom during the mid-to-late 1990s, social media is generating new legal questions at a far faster pace than the law’s ability to provide answers to such questions. In an effort to stay on top of these emerging issues, and to keep our clients and friends informed of new developments, Morrison Foerster publishes this blog devoted to the law and business of social media.<h2>ABOUT MORRISON FOERSTER</h2>Morrison Foerster is a leading global law firm that transforms complexity into advantage for its clients. Our clients include some of the largest financial institutions, banks, consulting and accounting firms, and Fortune 100, technology, and life sciences companies. Highlighting the firm’s commitment to client service, leadership in market-changing deals and impact litigation, and values-based culture, Morrison Foerster has been repeatedly recognized as one of the top 10 firms on The American Lawyer’s A-List. Year after year, the firm receives significant recognition from Chambers and The Legal 500 across their various guides, including Global, USA, Asia‑Pacific, Europe, UK, Latin America, and FinTech Legal. Our lawyers passionately care about delivering legal excellence while living our values. Morrison Foerster has a long-standing commitment to creating a culture that respects and celebrates differences, while providing an inclusive environment. The firm has achieved Mansfield Certification Plus since 2018 as a result of successfully reaching at least 30 percent women, communities of color, and LGBTQ+ lawyer representation in a notable number of current leadership roles and committees. The firm also has a long history of commitment to the community and society through providing pro bono legal services, including litigating for civil rights and civil liberties, improving public education and fostering the wellbeing of children, advocating for veterans, promoting international human rights, enforcing the right to asylum, and safeguarding the environment.

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Aaron is the chair of the firm’s Technology Transactions Group and co-chair of the Interactive + Digital Media Group. He advises clients on a wide range of complex transactions involving intellectual property and technology, including structuring and negotiating strategic licensing, development, collaboration, procurement, and distribution deals.Aaron’s practice focuses on advising both established and emerging companies in a variety of data- and technology-intensive sectors, including software, SaaS, cloud-based technology, digital media (social media, AR/VR, gaming, streaming media, AdTech), AI, healthcare, consumer electronics, e-commerce, other online business models, and mobile applications. He also maintains an active practice counseling companies on branding and marketing, trademark licensing, and content-related transactions, as well as the intellectual property aspects of mergers, acquisitions, asset spin-offs, and private equity investments.He has represented clients such as Autodesk, Meta, OpenAI, Splunk, Konami, Kaiser Permanente, SoftBank, Visa, and Yahoo, among others.Aaron has been recognized by numerous publications for his work on market-defining technology transactions. He is currently ranked by Chambers USA for “Technology Transactions.”Aaron also serves as co-editor of Socially Aware, the firm’s award-winning newsletter and blog devoted to the law and business of social media, and regularly publishes on various IP and technology-related topics. Aaron is also a sought-after speaker on new and emerging areas of law, and is a frequent presenter and panelist at conferences and legal services programs. In addition to his active practice, Aaron regularly provides pro bono assistance to various nonprofit and charitable organizations such as Common Sense Media and the Starlight Children’s Foundation. He is a member of the board of directors of California Lawyers for the Arts.While in law school at the University of California, Berkeley, Boalt Hall School of Law, Aaron served as executive editor of the California Law Review and was elected to the Order of the Coif. Following law school, Aaron served as law clerk to the Honorable William H. Orrick and the Honorable Martin J. Jenkins, both United States District Judges for the Northern District of California.

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Aaron is the chair of our Technology Transactions Group. He advises clients on a wide range of complex transactions involving intellectual property and technology, including structuring and negotiating strategic licensing, development, collaboration, procurement, and distribution deals. Aaron’s practice focuses on advising both established and emerging companies in a variety of data– and technology–intensive sectors, including software, SaaS, cloud computing, AR/VR, AI, gaming, healthcare, consumer electronics, social media, e–commerce, other online business models, and mobile applications. He also maintains an active practice counseling companies on the intellectual property aspects of mergers, acquisitions, asset spin–offs, and private equity investments.

Aaron P. Rubin

Lawrence Gallick is of counsel in the firm’s Austin office and a member of the Technology Transactions Group.Lawrence focuses his practice on technology transactions and licensing matters. His diverse experience includes advising on SaaS agreements, cross-licensing agreements, research and collaboration agreements, development agreements, and distribution agreements. He counsels a broad range of companies across the software, hardware, life sciences, biotech and FinTech spaces, as well as other entities including universities.He advises clients in connection with general corporate matters including contract negotiations, and leasing and technology placement agreements.Lawrence also serves as co-editor of <a href="https://www.sociallyawareblog.com/" target="_blank">Socially Aware</a>, the firm’s award-winning newsletter and blog devoted to the law and business of social media, and regularly publishes on various IP and technology-related topics.Prior to joining the firm, Lawrence was counsel at another major law firm. Before earning his law degree, Lawrence was a web consultant, project manager, and web developer in Portland, Oregon, where he managed and consulted on projects using industry methodologies and performed custom development and integration of content management systems.Lawrence was named a Super Lawyers “Rising Star” in 2015 and 2018–2022, and is licensed in both California and New York. Lawrence earned his J.D. from the University at Buffalo School of Law, where he was the electronic systems editor for the Buffalo Law Review and awarded the ABA-BNA Award for Excellence in the Study of Intellectual Property Law.

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Lawrence Gallick

Anthony Ramirez is a partner in the Technology Transactions Group in the New York office of Morrison Foerster.Anthony advises clients on general commercial and transactional matters. He regularly advises companies on the IP aspects of their M&A transactions. His clients include technology, digital media and content for television and music, financial services, and communications companies with diverse intellectual property assets and issues.His practice focuses on the legal aspects of developing, licensing, and commercializing technology and intellectual property, as well as negotiating general commercial contracts, including outsourcing transactions, as well as content and data licenses. He regularly assists clients with legal issues relating to licensing and commercialization of digital media and content, digital content that is distributed over the Internet or streamed, mobile applications and social media, as well as the licensing of recorded music for distribution via digital platforms. Anthony is also experienced with issues relating to open-source software, software development, artificial intelligence and machine learning, cloud-based technology, and protection of proprietary information.Anthony has extensive experience working on matters involving disruptive technologies, such as blockchain. He has helped fintech clients with general intellectual property issues in connection with terms of service for online financial products and services.Anthony is an integral part of the outside pro bono legal team for nonprofit organizations based in New York, including advising clients on legal issues regarding entertainment, social media, privacy rights, and the negotiation of outsourcing and service agreements. Anthony received his J.D. from the University of Michigan Law School in 2009. He received his B.S. from Cornell University in 2004.

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Anthony Ramirez is a partner in the Technology Transactions Group in the New York office of Morrison Foerster. He advises clients on general commercial and transactional matters. His clients include technology, media, and communications companies with considerable intellectual property assets. His practice focuses on the legal aspects of licensing and commercializing technology and intellectual property, as well as negotiating general commercial contracts. He also regularly assists clients with legal issues relating to mobile applications and social media.

Anthony M. Ramirez

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Socially Aware is devoted to the law and business of social media, proactively addressing emerging issues and keeping our clients informed of new developments. We cover fields such as artificial intelligence, privacy and data security, Section 230, intellectual property, and much more.

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Socially Aware is devoted to the law and business of social media, proactively addressing emerging issues and keeping our clients informed of new developments. We cover fields such as artificial intelligence, privacy and data security, Section 230, intellectual property, and much more.

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Blockchain has been a hot buzzword in tech circles for some time, and, increasingly, we’re seeing companies—even Fortune 500 companies—announce blockchain-relat

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Delaware Paves the Way for Blockchain Technology

Delaware Paves the Way for Blockchain Technology | Socially Aware

Spencer D. Klein

<a href="https://media2.mofo.com/v3/assets/blt5775cc69c999c255/blt51affa39484d2a76/627319804d9f892971290303/160405blockchain.pdf" target="_blank" rel="noopener">Blockchain</a> has been a hot buzzword in tech circles for some time, and, increasingly, we’re seeing companies—even Fortune 500 companies—announce blockchain-related initiatives.One particular area of interest to corporations is the use of blockchain not for Bitcoin or other cryptocurrencies, but for the creation and management of corporate records, and for the delivery of notices to investors. However, regulatory uncertainties have dampened the use of blockchain for such purposes.This may be changing. Following last May’s <a href="http://www.prnewswire.com/news-releases/governor-markell-launches-delaware-blockchain-initiative-300260672.html" target="_blank" rel="noopener">announcement</a> of the “Delaware Blockchain Initiative” by former Delaware Governor Jack Markell, the Corporate Council of the Corporation Law Section of the Delaware State Bar Association on March 13, 2017, released groundbreaking draft legislation proposing to amend several sections of the Delaware General Corporation Law (DGCL) in an attempt to clarify the application of existing laws to, and facilitate the use of, blockchain technology for various corporate purposes.Reading a 43-page draft bill may not be an immediate priority for most of us; we wrote this blog post to distill the most significant aspects of the proposed legislation which, if approved, would be introduced to the Delaware General Assembly and enacted by August 2017.This post covers the proposed legislation as it relates to the use of blockchain technology for (1) the creation and administration of corporate records and (2) the electronic transmission of stockholders’ communications.<ol><li> The Use of Blockchain Technology for the Creation and Administration of Corporate Records</li></ol>Section 219(a) of the DGCL currently requires the officers of a Delaware corporation to create and maintain a list of its stockholders.Section 219(c) of the DGCL currently provides that a stock ledger of a Delaware corporation is the only evidence of the identity of stockholders of the corporation who are entitled to inspect the list of stockholders and to vote at meetings.Under current recordkeeping practice, the stock ledger of a corporation is maintained by a corporate secretary or a corporation’s transfer agent and often consists of a capitalization table, i.e., electronically encoded data on a computer program like Microsoft Excel, which is producible in printed form.Whenever a corporation issues new shares or whenever shares are transferred among stockholders, the individuals in charge of a corporation’s records must update the stock ledger.However, manually recording an issuance or a transfer of shares is a time-consuming task which is also, by definition, susceptible to human error.Section 224 of the DGCL currently authorizes a corporation to maintain its stock ledger on, by means of, or in the form of any information storage device or method subject to specified requirements. However, Section 224 of the DGCL does not currently provide that such information storage device or method may include the use of blockchain technology.The proposed legislation would clarify the statutory requirements for the form of corporate records under Delaware law.As amended, Section 219(c) would define “stock ledger” as “one or more records administered by or on behalf of the corporation in which the names of all of the corporation’s stockholders of record, the address and number of shares registered in the name of each such stockholder, and all issuances and transfers of stock of the corporation are recorded in accordance with Section 224 of the DGCL.”By expressly allowing a corporation to have its records “administered by or on [its] behalf” (rather than “maintained by the corporation”, as currently required by the statute), the proposed legislation recognizes that a stock ledger does not need to be administered directly by an individual, i.e., a corporate officer or a transfer agent, and therefore enables the use of blockchain technology for the creation and administration of corporate records.In addition, Section 224 of the DGCL, as amended, would include specific language recognizing the use of blockchain technology as a permissible method for creating and administering corporate records. Section 224 of the DGCL, as amended, would provide that any records “administered by or on behalf of the corporation” may be kept on, by means of, or in the form of, any information storage device or method, “or one or more electronic networks or databases (including one or more distributed electronic networks or databases).”Finally, Section 224 of the DGCL, as amended, would still preserve the requirement that records so kept must be convertible into clearly legible paper form within a reasonable time and would also require that the records must: (i) enable the corporation to prepare the list of stockholders specified in Sections 219 (stockholder meetings) and 220 (inspection of books and records) of the DGCL; (ii) be capable of recording the information specified in Sections 156 (partly paid shares), 159 (collateral transfer), 217(a) (voting rights of fiduciaries, pledgors and joint owners of stock), and 218 (voting trusts and other voting agreements) of the DGCL; and (iii) record transfers of stock as governed by Article 8 of the Delaware Uniform Commercial Code.<ol start="2"><li> The Use of Blockchain Technology for the Electronic Transmission of Stockholders’ Communications.</li></ol>In conjunction with the proposed fundamental changes in the way that Delaware corporations may create and administer their corporate records, amendments to Sections 151, 202, and 364 of the DGCL are being proposed to clarify that the written notices required by those sections may be given by “electronic transmission” through the use of blockchain technology.In particular, Section 232 of the DGCL would be amended to clarify that the definition of “electronic transmission” for purposes of the DGCL includes the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases).In addition, Sections 151(f), 202(a), and 364 of the DGCL would be amended to explicitly permit delivery of certain notices by electronic transmission (including via a distributed ledger) to a holder of uncertificated shares. As a result, notices by electronic transmission under Delaware law could be given by means of a distributed ledger.The long-awaited amendments to the DGCL should pave the way for wider corporate use of blockchain technology and, if enacted, would put the State of Delaware, once again, at the forefront of corporate law by welcoming and accommodating groundbreaking and innovative technologies like blockchain.*             *             *For other articles on blockchain-related developments, please see the following: <a href="https://media2.mofo.com/v3/assets/blt5775cc69c999c255/blt51affa39484d2a76/627319804d9f892971290303/160405blockchain.pdf" target="_blank" rel="noopener">Demystifying Blockchain and Distributed Ledger Technology—Hype or Hero?</a>; <a href="https://media2.mofo.com/v3/assets/blt5775cc69c999c255/blt4f3c9f46b01ccf65/627312a7a1a1dd2aa9f6c882/160817-world-economic-forum-blockchain.pdf" target="_blank" rel="noopener">The (Heart)Beat Has Sounded: The World Economic Forum Places Blockchain Front and Center</a>; and <a href="https://media2.mofo.com/v3/assets/blt5775cc69c999c255/blt947a9a81353c4a2a/627312a75f7b601eaaebce7a/160829-blockchain-report.pdf" target="_blank" rel="noopener">Building Block(chain)s: 6 Key Findings and Featured Predictions—from the World Economic Forum’s Blockchain Report</a>.