The Vance Center Holds Discussion on Human Rights and Climate Law

 The Cyrus R. Vance Center runs an environment program that promotes prudent stewardship of natural resources and sustainable environmental use for climate change mitigation. It promotes these by collaborating with non-governmental organizations and matching them with lawyers for environmental protection initiatives like biodiversity conservation and water source protection. One of the organizations the center works with is Milbank.

On Oct. 18, 2023, the center and Milbank co-hosted a discussion on international climate litigation. Both organizations believe that countries have an obligation under human rights laws to address climate change. The discussion they co-hosted brought together government officials, finance professionals, and civil society groups to share knowledge and experiences on ways to promote climate justice.

Notable guests at the discussion included David Boyd, UN Special Rapporteur on Human Rights and the Environment, and Lucia Solano, legal adviser at Colombia’s Permanent Mission to the UN. Some of the issues discussed included the role of human rights as a driver for equitable climate change, financing for developing countries, and the pressures and opportunities for investors in leading a just transition to a sustainable future. Other issues covered were the benefits of leveraging human rights in climate law, and the motivations behind Colombia’s engagement of the Inter-American Court of Human Rights for an advisory opinion on climate change.

Rockefeller Center Christmas Tree Benefits Habitat for Humanity

 In late 2023, an interesting storyline of extended giving emerged, as the Habitat for Humanity Susquehanna in Elkton, Maryland, utilized a large Norway spruce recently displayed to the world as the 2021 Rockefeller Center Christmas Tree.

The 79-foot-high tree was originally from the Elkton area of Cecil County, a majestic presence behind a rural Glen Farms home. Cut down and loaded onto a flatbed truck on Nov. 11, 2021, it was driven to New York City and adorned with a massive star loaded with Swarovski crystals and 50,000 colored lights. The traditional lighting ceremony was broadcast live, and thousands of visitors came to take pictures and enjoy the holiday ambiance during its one-month reign in Manhattan.

The trunk was ultimately milled into kiln-dried planks donated to Habitat for Humanity Susquehanna at the original tree owners’ request. The inscription “ROCKEFELLER CENTER CHRISTMAS TREE 2021” was burned into each sturdy plank. With wood from the tree already used to build one house, the most recent project to incorporate the two-by-six planks has involved crafting window trim, sills, and blocking for an Elkton-area ranch home in which a single mother of three resides. In this way, the tree’s journey has come full circle, unique from the usual practice of mulching the Christmas tree for NYC city parks’ use.

Cyrus R. Vance Center for International Justice Pro Bono Promotion

 

Dyan Gershman is the founder and partner at Gershman Law, PLLC, a New York City-based boutique corporate law firm established in 2014. In addition to her corporate and M&A work with startups, private equity investors, and large and mid-market companies in the United States and abroad, Dyan Gershman is an active member of the New York City Bar Association and related nonprofits, such as the Cyrus R. Vance Center for International Justice.

The Cyrus R. Vance Center for International Justice is a provider of pro bono legal services to social justice groups and law firms around the world. The philanthropic organization manages numerous programs with this goal in mind, including the Pro Bono Promotion program. First established in 2011, the program now functions as the cornerstone of all Vance Center efforts, with over 10,000 lawyers in 21 countries performing upwards of 200,000 hours of pro bono work every year. Members represent more than 540 international law firms.

While pro bono legal services are valued in virtually all industries and communities around the world, Vance Center programming often focuses on the nature of pro bono work itself, emphasizing markets where pro bono culture is unknown or in its earliest stages of development. The program has developed the Pro Bono Network of the Americas to advance pro bono activities throughout Latin America, while the Pro Bono Declaration of the Americas functions as a set of standards and expectations for providers of pro bono legal representation.

Other Vance Center programs include the Lawyers Council, Women in the Profession, and African Legal Fellows. More information about these programs and other justice center resources can be found online at vancecenter.org.

 Mediation - Forging Areas of Agreement and Compromise

Based in New York City, Dyan Gershman has a focus on US and international business law and handles corporate transactions and complex commercial contracts. Maintaining membership in the New York City Bar Association, Dyan Gershman is part of an organization that offers seminars on professional topics such as representing clients in mediation.

A type of dispute resolution, mediation presents an informal way of handling disputes without resorting to the expensive, time-consuming litigation and investigative processes. A mediator, acting as a neutral third party, delivers assistance in reaching a resolution that is voluntary and fully negotiated. Parties meet and discuss differing views, while working to understand past misunderstandings and define areas of agreement. Rather than seeking justice or the truth, the more manageable goal is finding a mutually acceptable outcome that both parties can tolerate.

What this means is that effective advocacy within a mediation setting takes more than the ability to present a persuasive legal argument. It requires well-honed negotiation skills, as well as the ability to communicate disparate viewpoints in ways that generate a sense of common ground. With impartiality at the forefront, the mediator must gain the trust of all parties involved, even as he or she devises the most practical way of resolving complex issues. With the parties involved controlling the narrative they may ultimately decide to resolve the dispute in the courtroom, but this at least provides an initial alternative resolution process.

 NYCBA Speaks Out against Supreme Court Ethical Lapses

Based in New York City, Dyan Gershman leads Gershman Law, PLLC, delivering counsel in wide-ranging corporate and international legal matters, from mergers and acquisitions, to intellectual property licensing, to contract negotiations. Active with the New York City Bar Association (NYCBA), Dyan Gershman follows developments in the legal sphere.

In August 2023, the NYCBA issued a statement that reflected the urgency of addressing rapidly falling levels of public trust in the US Supreme Court. With recent polling showing strong and persistent political divisions, public approval of the Supreme Court has reached an all-time low. Yet the legal body continues to be held as an impartial arbiter of the law, tasked with transcending politicized lower courts in delivering fair and thoughtful decisions.

Unfortunately, significant concerns have emerged regarding the ethical conduct of specific justices, including the potential receipt of extravagant accommodations, gifts, vacations, real estate, and other forms of benefits. These benefits were not publicly reported, as is required under federal disclosure laws. More than the ethical lapses, the NYCBA is also concerned about potential conflicts of interest that easily arise in cases related to accepting such large gifts.

In spite of these weighty ethical concerns, instances of recusals, where justices abstain from participating in decisions, continue to be exceedingly infrequent. The breach of expected behavioral norms for public office holders has led to what the NYCBA describes as an "appearance of ethical impropriety." Allowing the situation to fester instead of addressing it has delivered a blow to the reputation of the highest court in the nation.

“Aging in Place” Launches in Westchester through Habitat for Humanity

 

A longstanding presence in the New York City legal community, Dyan Gershman heads Gershman Law, PLLC, where she provides legal services in matters ranging from intellectual property and technology licensing to complex business contracts. Possessing a strong commitment to community service, Dyan Gershman has volunteered locally with Habitat for Humanity.

In March 2023, the Westchester County Habitat for Humanity partnered with Westchester Residential Opportunities, Inc., in establishing an aging in place program. Focused on energy efficiency and home repair, the $500,000 initiative provides pathways for seniors to improve their quality of life and reside in their own homes, independently and safely.

Focused on those whose income is at least 80 percent under the area median income, the program involves sending representatives out for an assessment that evaluates structural aspects of the home, as well as energy efficiency, health, and safety metrics. Among the initial services provided are installation of handrails, grab bars, and light switches, as well as the replacement of doorknobs and modifications focused on lighting and trip prevention. Accessibility modifications may also be tailored to the specific needs of those who are sight and hearing impaired.

As capacity and resources expand, the plan is to extend services to include stair lifts, entry ramps, and bathroom remodels. In tandem with certified contractors, the program will also provide access to air sealing and roof repair, insulation, window upgrades, and the replacement of boilers and HVAC systems. The results will help ensure that one of America’s most rapidly growing demographics does not face serious safety and health issues in their homes.

How Jimmy Carter Began with Habitat for Humanity in the East Village

 A New York City corporate attorney, Dyan Gershman provides a wide range of assistance to her clients through her firm, Gershman Law, PLLC, in areas such as corporate law, intellectual property licensing and commercial contracts. Possessing a strong community focus, Dyan Gershman is active with organizations such as the NYC Bar Association and Habitat for Humanity.

One of the pioneering forces of Habitat for Humanity, President Jimmy Carter has dedicated much of his life to volunteering and building homes after leaving public office. This journey began when President Carter, alongside his wife Rosalynn, worked on an East 6th Street rehabilitation project involving a building known as Mascot Flats in the East Village.

Initially visiting in a suit and tie, President Carter soon took to working on a ladder alongside his wife, who focused on designing the plumbing of this Manhattan building that “barely had a roof.” This hands-on approach to construction typified Carter’s subsequent approach to the nonprofit organization. According to resident Don Kao, who still lives in the building, the project required significant sweat equity, as he committed to working every weekend for years until completion. The payoff was a structure that is still accommodating the needs of ordinary New York residents for quality, affordable housing.

NYC Bar Association Launches Civic Education Task Force

 Based in New York City, Dyan Gershman is a longtime corporate attorney whose expertise includes complex commercial contracts and intellectual property licensing. Active in her local legal community, Dyan Gershman is a member of the NYC Bar Association and supports associated programs, such as the Civic Education Task Force.

Launched in November 2022, the task force provides the public with resources to better understand how the government serves them at the federal, state, and local levels. This involves bringing together participants from law firms of every type and size, as well as from public agencies, law schools, nonprofits, and the state and federal courts.

The main focus is on giving legal professionals and judges a forum for fostering civil discourse in ways that are meaningful to individuals and communities with urgent concerns. In addition to combatting disinformation, task force members strive to generate more civic engagement and election participation at a time of eroding trust in institutions.

Vance Center’s Ukraine Project Focuses on Pro Bono Legal Support

 Based in New York City, Dyan Gershman is a longtime business attorney who guides Gershman Law, PLLC, where she delivers representation in areas such as joint ventures, technology licensing, and mergers and acquisitions. Dyan Gershman maintains an active presence with the New York City Bar Association and its nonprofit, the Cyrus R. Vance Center for International Justice.

One Vance Center initiative launched in 2022 was the Ukraine Project, which focuses on a conflict that has brought about wide-ranging human rights abuses and disrupted the political, economic, and legal structure of the sovereign nation of Ukraine. The threefold mission of the project consists of research, public engagement, and pro bono representation in important cases.

To date, Ukraine Project panelists have met to discuss frameworks for looking into and prosecuting atrocity crimes, as well as developing pathways for funding reconstruction. Through public discussion, the foundation is being laid for ultimate accountability in a situation that has created thousands of victims with no ready way of redress. In tandem with partner organizations, Ukraine Project researchers are documenting findings and publishing them as white papers and in journals.

The pro bono aspect of the equation centers on co-counseling with legal firms around the world and bolstering Ukrainian civil society through sound advice. This assistance includes working with a variety of NGOs in assessing where institutional and humanitarian needs are the greatest.

The NYC Migrant Youth Initiative of the City Bar Justice Center

 New York City-based lawyer Dyan Gershman serves as the managing partner of Gershman Law, PLLC. At the corporate law practice, she leverages over two decades of legal experience to assist both domestic and international clients with such matters as corporate governance, intellectual property and technology licensing, commercial contracts and joint ventures. Active in the professional community, Dyan Gershman belongs to the New York City Bar Association, which oversees the City Bar Justice Center. This division mobilizes law firms and other legal institutions to address civil legal needs in New York City.

In October 2022, the City Bar Justice Center launched a NYC Migrant Youth Initiative through its Immigrant Justice Project. Launched in partnership with Covenant House New York, the NYC Migrant Youth Initiative addresses the legal needs of hundreds of people fleeing violence in their home country, primarily across the US-Mexico border. These people, which include both families and unaccompanied youth, get immediate help with clothing, shelter, and food, along with long-term legal assistance. The NYC Migrant Youth Initiative is one of many new initiatives that respond to public officials’ request for assistance in meeting these needs.

The partnership between the Immigrant Justice Project and Covenant House New York addresses both the short and long-term needs of migrant populations in New York City. Covenant House already provides clothing, food, safety, and healthcare to individuals experiencing trafficking and homelessness. The NYC Migrant Youth Initiative ensures migrant youth also have access to this care from Covenant House.

Meanwhile, the City Bar Justice Center’s Immigrant Justice Project provides free information and advice regarding immigration law to migrant youth through this new initiative. Pro Bono attorneys host virtual clinics and presentations that provide migrant populations with valuable legal information that aid them in pursuing permanent residency status.

Foreign Entity Registration When Operating across State Lines

 Dyan Gershman is a New York City attorney who guides Gershman Law PLLC and delivers a host of corporate law services aimed at a domestic and international clientele. Experienced in commercial contracts, Dyan Gershman has knowledge of business formation in new jurisdictions, including doing business in a state in which one does not have a previous business presence.

The state in which the company is established known as the domestic or home state. Being registered in a state grants specific protections, such as the right of representing oneself and related business interests in cases that arise within the jurisdiction.

Foreign entity registration confers similar privileges and is done when one plans to conduct business within another state. Common cases include selling items to consumers in a state, as well as facility expansion and hiring within a new state. This is distinct from incorporation and corporate organization protocol, which are limited to operations in one state.

When moving operations into a new state it makes sense to consult closely with an attorney, as not every business dealing out of state needs foreign entity registration. In general, isolated transactions across state lines, or selling to consumers in another state while operating all aspects of business within the home state, may not automatically trigger such a legal filing requirement.

An Overview of NYWBA Grant Partners

Dyan Gershman is an experienced corporate attorney located in New York City. As a partner at Gershman Law, PLLC, which she founded in 2014, she has represented both US-based and international business clients. Dyan Gershman spends time as a member of industry organizations such as the NYC Bar Association and the Women’s Bar Association of the State of New York.

Established in 1934, the New York Women’s Bar Association (NYWBA) is a non-profit organization dedicated to elevating women not only in the legal field, but throughout society. The New York Women’s Bar Association Foundation, Inc. (NYWBAF) functions as the charitable arm of the NYWBA, operating with a mission of eliminating gender bias and discrimination from both the legal system and the industry as a whole.

The foundation provides a number of grants to programs and projects that support this mission, as well as services that provide legal support and promote the safety and well-being of women and children. NYWBAF is longtime supporter of the Joint Minority Bar Association’s Judicial Internship Program. The program was incorporated into the Sotomayor Judicial Internship Program, Inc., in 2015, allowing grant opportunities to be extended to high school students.

NYWBA has provided multiple grants to the Pro Bono Matrimonial Project, which is a product of an NYWBA-New York Law School Collaboration. The Pro Bono Matrimonial Project involves volunteer attorneys providing representation to individuals engaged in various contested matrimonial matters.

Other grant recipients include the Justice Resource Center, which provides legal information to NYC high school students and educators, and Children’s Pressline, which supports adolescent interest in journalism.

NYC Bar Association Calls for Increased C-SPAN Coverage of US Congress

 Based in New York City, Dyan Gershman is the founder of and a partner at Gershman Law, PLLC. In addition to managing operations at the elite corporate law firm, Dyan Gershman is an active member of local professional organizations such as the New York City Bar Association.

The NYC Bar Association is a legal association for the state’s professional law community. Recently, it has advocated for greater freedom of press for Congressional proceedings, specifically in regards to camera access afforded to C-SPAN. The media outlet has frequently requested expanded latitude for coverage of Congressional meetings, such as having complete control of camera placement and coverage.

The NYC Bar Association has expressed full support of the C-SPAN request, in part by drafting a letter through the association’s Communications and Media Law Committee. The letter highlighted the perpetual need for governmental transparency and was sent directly to House leadership. The committee’s messaging underscored public interest in a number of protracted House debates in recent years as proof that American citizens will follow Congressional proceedings if they are provided the opportunity to do so.

In addition to representing law and order throughout the country, the NYC Bar Association cited Congress’s history of convening in the city as a reason for taking a personal vestment in matters of Congressional transparency.

WBASNY’s International Women’s Rights Committee

 Gershman Law, PLLC, partner Dyan Gershman represents clients in joint ventures, commercial contracts, intellectual licensing, and mergers and acquisitions. Active in the professional community, Dyan Gershman is a member of the Women’s Bar Association of the State of New York (WBASNY), which promotes the advancement of women in the legal profession.

Members of WBASNY can join the organization’s more than 40 state or local committees focused on cutting-edge issues. For example, the International Women’s Rights Committee works with international women’s rights organizations, governmental entities, and non-governmental organizations (NGOs) on projects impacting women’s rights worldwide. The Committee’s work has resulted in WBASNY signing an amicus curiae to a brief in a class action lawsuit brought by the women of Bosnia, as well as in the United Nations Department of Public Information achieving NGO status.

Potential future projects for the committee include lobbying Congress to ratify United Nations documents protecting essential women’s rights.

High-Profile IP Case Involving Alarm.com and Vivint

 Based in New York City, Dyan Gershman offers corporate counsel at Gershman Law, PLLC to her clients in matters ranging from commercial contracts, M&A, to intellectual property. Dyan Gershman has extensive knowledge of patent cases involving technology and infringement claims, and follows legal developments and ongoing cases relevant to her own work.

One high-profile case filed with the US District Court for the Eastern District of Texas in early 2023 centers on Alarm.com, Inc. (ADC), joined by ICN Acquisition, LLC, in filing 15 distinct claims of patent infringement against Vivint. The allegation is that Vivint knowingly utilized Alarm’s patented ADC back-end software to sell and market its own sensor and security devices.

As an Alarm.com dealer starting in 2007, Vivint sold security and “smart home” packages that contained the ADC back-end platform. Vivint allegedly employed the ADC back-end and an ICN platform for its own products without a license until 2014. The suit seeks to end Vivint’s infringement and ensure that ADC and ICN receive redress for the damage caused by Vivint.

The situation is complex, as Vivint, ultimately needing a license for the back-end it had allegedly developed using ADC’s technology, entered into a late 2013 patent cross-licensing deal with ADC. In November 2022, Vivint announced a cessation of its payment of royalty fees. This triggered a filing of arbitration by ADC, under the terms of that agreement, with a remedy from the confidential process expected in 12 to 16 months.

Should a patent infringement be proven, a potential remedy available to Alarm.com is the disgorgement of revenues that Vivint derives from the commercial use of the technology and ongoing royalty payments.

The Function of Bylaws in Defining Corporate Operations

 

Dyan Gershman is a New York City corporate attorney who provides counsel in diverse commercial matters, from contracts to mergers and acquisitions. Among Dyan Gershman’s areas of knowledge as head of Gershman Law, PLLC, is corporate bylaws and the provisions they set out.

Bylaws are a comprehensive set of rules that are adopted by the board of a corporation after incorporation to govern the internal management and operations of the company. These rules differ from articles of incorporation, which are filed with the state government, in that they are private and intended for internal use. It is important to note that no corporation can legally exist without the adoption of bylaws.

Bylaws typically include provisions on the composition of the board of directors, the structure of shareholder and board meetings, and the duties of officers. They may also outline the company's purpose, business plan, industry, products or services, and target markets. A provision on membership may define the voting rights and procedures of stakeholders in the company. Other common elements of bylaws include provisions on the composition and function of audit, research, executive, finance, and ethics committees.

Maintaining well-drafted bylaws is essential for the legitimacy of a business and can serve as evidence of compliance with proper corporate rules in the event of lawsuits or audit

How Non-Binding Agreements Function in Contractual Law

 Heading Gershman Law, PLLC, in New York City, Dyan Gershman provides corporate legal services to businesses in various sectors. One of Dyan Gershman’s areas of legal focus is complex commercial contracts, which includes binding and non-binding contracts. The latter is any agreement that does not legally obligate parties to fulfill its terms.

Non-binding agreements simply state the intention of all parties involved, as part of ongoing negotiations. Should the terms of the non-binding contract be agreed to, a binding contract with the same or similar format and terms can be signed.

One common type of non-binding contract is the letter of intent, which is typically signed at the start of a business relationship between two parties. A key element of such agreements is language in the first paragraph stipulating that the content is non-binding. It should be kept in mind that such non-binding documents may contain provisions considered legally binding, such as requirements of exclusivity, content non-disclosure and confidentiality.

Depending on the jurisdiction, binding provisions within non-binding agreements may be interpreted as being made in “good faith” or as representing a binding commitment. Because of this variability, it is prudent to be careful about the jurisdiction named in the governing law section of the agreement.

How French Influenced the English Language

 Dyan Gershman is a New York attorney, based in New York City, who delivers business and corporate law solutions to a wide range of business clients. Having previously lived and worked in France, Dyan Gershman is fluent in the French language and uses French in domestic and international transactions whenever needed.

Among the languages that influenced the development of English, French was one of the most significant, with its effect spanning vocabulary and grammar. Nearly one-third of English words are adapted from French, including “beef,” “army,” “prince,” and “telephone.” In other cases, the spelling of existing English words changed dramatically to reflect French usage. For example “scolde” in Old English became “should” and “cwen” became “queen.”

In addition, a number of phrases retain their original French pronunciation in English, including “faux pas,” “deja vu,” and “cliche.” French has also influenced titles and terms of seniority in the military and other organizations. Titles such as “consul general” and “lieutenant general” retain the French grammatical practice of placing adjectives after nouns. Specific vocal sounds, including the “v” in “view,” the “z” in “zebra,” and the soft “g” in “mirage” also come from the French.