Can Brave’s Ad Replacing Software Defeat Newspapers and Copyright Law? [e276]

August 18, 2016

Nasir and Matt discuss Brave Software’s ad replacing technology that has caught the eye of almost every national newspaper and has a potential copyright infringement claim looming. They also welcome digital marketing expert Matt Michaelree to speak on the specifics of what Brave is attempting to do and whether it has the answers moving forward.

Full Podcast Transcript

NASIR: Welcome to our podcast where cover business in the news and add our legal twist.
My name is Nasir Pasha.

MATT: And I’m Matt Staub.

NASIR: And I am a business attorney and so is Matt, and we practice business law throughout the country in Texas, California, New York, and Illinois. Been doing it for a while now, right?

MATT: Speak for yourself. I can’t say. I don’t think I can necessarily put myself in all those states but the firm at least.

NASIR: We provide legal services to small and medium-sized businesses and we’re happy to do it and this is the podcast where we cover what’s relevant to our clients.

MATT: How I look at it, it’s an interesting dynamic because – not to spend too much time on this but – we typically service small to medium-sized businesses. We often talk about big businesses and then relate it back to how it applies to those small and medium-sized businesses. It’s running the full gamut of business size.

NASIR: It’s true because only big business have the money to actually litigate these issues so they’re the ones that control the law and we’ll see that today in our topic today, for sure.

MATT: I guess you can classify this as still, they’ve gotten some money but it’s still relatively small business. I think this would fall under our typical client or a client we would handle necessarily.
So, we’re talking about Brave Software. For those of you that aren’t familiar with it, I think the best way to kind of summarize this – at least from my perspective – is I don’t know if you want to say ad blocker or ad replacer but basically you go to a site – dealing with the media in this case – and essentially an ad that might pop up, I mean, I’m sure everyone that’s listening is familiar with this, you know, you go to the Union Tribune to something in San Diego and you try to click on an article and, instead of getting that, you get some sort of ad or video or something to that effect. I mean, I think we’ve all been there. I’m sure you’ve been there, right?

NASIR: Oh, yeah, absolutely. Of course, with all those ads, it also slows down the website and this Brave Software purports to promise to speed up to 300 percent times faster by removing webpage ads and scripts. But the main issue is that the Newspaper Association of America has thrown a fuss about this and they sent a very scathing letter and published it online to basically protest against this browser.

MATT: Right. If you noticed, I was hesitant to say “ad blocker” at the beginning because I think that’s how they were kind of describing it initially – or at least that’s how it’s being reported. But, really, what it is is an ad replacer and you’ve just touched on it the way they’ve set things up is going to speed things up on the user’s end. It’s possibly going to do some things with tracking of people as well. I mean, less tracking as opposed to going to a site and having those things on your computer. But, also, from a security standpoint.
But the idea in place for Brave is that it’s going to replace the ads that you would typically see and cater it I guess more so towards something that you might be interested in. I think this is actually we can see that out there, too. I don’t know if you’ve ever… this is when I search for things, that’s why I always do it in a private browsing because I don’t want this to track it as something of mine. I’ve been looking up a daybed that my wife had picked out. And so, I’d looked it up. Now, when I go to all these websites, certain sites, I see all these ads for that daybed or I’ll see ads for some of our clients from time to time, too, because I opened up their site recently.

NASIR: That’s right.

MATT: I mean, it’s something that I think people are more familiar with than they think.

NASIR: No, there’s no doubt that that happens. I mean, Facebook knows that my wife and I are expecting a baby in a month or two. I mean, everything. It’s not like I’m out there searching for baby stuff all day. Somehow, maybe I did one search and all of a sudden it’s like they’ve tagged me that, “Okay, these guys are expecting and everything, all of the Facebook ads are all about babies.” But, you’re right, six months ago was for another client because we were on their website or what-have-you. That privacy aspect, we’ve talked about online privacy quite a bit, but I think that is one thing that they purport to solve.
By the way, we’re going to have a guest later on today. I think we forgot to mention that at the top of the show but looking forward to it. He’s a media expert. Really looking forward to his kind of take on the situation because this is really trying to challenge the status quo of the industry. But let’s take a look at what’s the big deal, right? What is the National Newspaper Association really saying or complaining about in their letter, Matt?

MATT: We’ll link this letter because it’s pretty interesting and it’s signed by the council of what seems to be pretty much every media company that’s out there. I counted yesterday. I think there’s 17 different firms which probably represent different people as well.

NASIR: But pretty much everything from the New York Times but mostly newspapers but there were some other online media moguls as well, right?

MATT: Right, exactly. What’s their big gripe here? I don’t think it’s going to surprise anyone how sites like these – something like the New York Times or the Washington Post – how an online site like that is going to make money is through advertising – paid advertising. I don’t think that’s going to shock anyone. I mean, that’s how – that and subscriptions. But that’s the typical model. Their big gripe is this. They’re essentially saying that, when Brave allows a user to install this on their computer or on their browser, it’s essentially stealing the content of these media companies. Basically, it’s saying that they’re using our content to sell their ads which I don’t necessarily agree with but that’s the claim that was made. Really, what it boils down to is they’re alleging things like copyright infringement which I think is probably going to be the central issue here, violation of publisher’s terms of use, probably some unfair competition, breach of contract, unauthorized access to the site I imagine. I think it all kind of centers around the copyright infringement aspect of it, essentially saying, “You’re coming to our site, ripping off these ads, replacing them with your own, that’s a big problem because we consider that stealing.”

NASIR: Yeah, and this is not the first time these kinds of legal issues have come up in different context and the number one thing that comes to mind is everyone has DVRs at home – or at least most people now with any kind of cable, whether it’s TiVo or their cable provider. The skipping of commercials at first was a little controversial and so there was litigation surrounding that.
But, even more recently, Dish Network came up with this device where you would actually skip the commercials just with a click of a button. How it’d work is somehow they would detect – using either human beings or computers to determine where the commercials are and, using your DVR, you’d be able to press one button and skip it.
Also, another litigated issue was how you could access the shows that you recorded or that you tagged from anywhere – not only from your home. And so, this was all litigated – most of it was settled, though – but there was one case this year that actually gave some clarity on the copyright issue at least. I think it was the Supreme Court of California? Was it Ninth Circuit Ruling? Basically, they said that it wasn’t copyright infringement that they really specified, really focused in on the fact that it was the user, the TV owner – or I should say, the watcher – the viewer that actually initiated the publication. And so, if it was the Dish Network that was holding all these TV shows on their servers and it was pulling it down, that’s not okay. But, if it’s the user that they have access to that they’ve already legally accessed the content and then reproduced it somewhere else, even if it’s using Dish Network servers, that was okay.
With that, we can make some analogies with what’s going on with the Brave Software.

MATT: Yeah, and this is distinguishing from a case that had gone previously with this which I believe was with TiVo. You’re exactly right. The reasoning was that the end user validly received what they paid for and so they had the right to then skip through this, but I believe it was the ultimate settlement in this, they settled to some terms and what ended up being the end decision is they ca use this but it has to be at least seven days old or they have to essentially wait a week in order to allow them to do it.

NASIR: Yeah.

MATT: It was a weird settlement.

NASIR: I think it was some kind of compromise.
Often, these big issues, we’re talking about these big companies, these are legal issues that maybe they don’t want to go to trial because it may cause precedent and so forth and that is more damaging than it would be.
Let’s go back to Brave Software here, right? We have this browser that blocks ads but does something even different. It actually replaces the ads with something else. Again, I don’t know if we talked about this but how it works is basically, as a user – and it’s a little complicated but I’ll try to simple it here – as a user, when you access a website and you replace it with another ad, that ad publisher gets some funds from it but then 15 percent goes into the user’s wallet and then another percentage goes to the actual website if they’re cooperating with the network – this ad network – and that 15 percent that goes to your wallet, you can either keep or donate somehow. I’m not sure exactly how that works but, ultimately, the idea is that it’s creating this separate ad network separate from what the publishers of these websites are doing. These publishers have made it very clear that not only are they not going to participate on this network but they’re not going to be accepting any money or funds that may be given to them as well.

MATT: We won’t go into too much detail on this aspect of it but this was one of my favorite parts about the aspect of BitCoin and these sort of micropayments. I think this is the idea. This is that idea in action that you can split up something, have these sort of micropayments, and it’ll all funnel through, like you just said, those various parties with the different percentages. It’s an interesting idea. I’m still not sure. I mean, if it was software, for something on my browser that just blocked the ads, I’d be all in for that.
To me, at the end of the day, I just don’t want anything. I don’t care if it’s replaced with something else.

NASIR: But it’s not a long-term solution. If everything’s blocked, then the idea is how do they make their money and I think that’s Brave’s point. I think they made a very detailed response, point by point, as to why they feel that what they’re doing is not the problem and actually the solution. They talk about more of a conceptual perspective, first of all, and they totally contest the precept that they’re publishing or republishing anything. They’re just kind of changing how things look and they have a pretty good argument. I’m anxious to get Matt’s opinion. We have you as Matt and our guest is Matt and also our audio editor is also Matt or Matthew so it gets kind of confusing but Matt Michaelree is our guest and Matt Staub, you’re a co-host, right?

MATT: Yeah, this seems like a fitting time to bring him in. Let me give a quick intro.
He’s an experienced digital consultant working with household brands such as Bose, Sony, Dell, and Microsoft. New to the San Antonio – almost said San Diego there, too used to it, I apologize – San Antonio area. Currently serves as Senior Digital Marketing Manager for USAA. For the past ten years in his career, he has found his calling working in the crossroads of marketing, technology, and politics. Prior to launching his own full service digital marketing agency in 2011, he spent seven years in Washington DC as a congressional staffer, presidential campaign advisor, lobbyist. Throughout the many twists and turns of his career, he has remained a staunch defender of internet civil liberties and supporter of an individual’s right to online privacy so I think he’s going to have some good takes on this one.
Let’s bring him in.

NASIR: Absolutely.
Matt, thank you for joining us.

MATT: Yeah, absolutely, guys.
First off, thank you for inviting me to this podcast. I was reviewing some of the past topics you guys have covered and just very interested in all of the talks that you’re covering because I don’t think that they’re being talked about as widely as it should be.
I was kind of chalking up a bit while these guys had me on mute and it’s great. It’s great that they had me on mute. I’m like, making notes, I’m highlighting as we go here. But there’s a few things I wanted to touch on.
One is I think that what we’re seeing from the newspapers in particular is a reaction based on fear. You know, you’re talking about an industry that is several hundred years old that has been slow to embrace digital and has very rarely actually led from the front.
A point that I believe Pasha brought up earlier that I wanted to make as well as TiVo, okay? It’s no surprise that people don’t like advertising but, traditionally, that has been the model that supports free content, right?

NASIR: That’s right.

MATT: So, I wanted to kind of counter that by there’s an interesting statistic that came out from Netflix just recently. They pulled their users. I don’t know how many they have these days but it seems like everybody I know has Netflix – or is using somebody else’s Netflix or whatever.
They pulled their users and 74 percent of their subscribers would leave if they adopted an advertiser-based model which I think is important to point out. I know that this podcast focuses a lot on small and medium-sized businesses and one thing I really just want to highlight is content will always remain king. If you have sold content, your users will flock to you, really, regardless. But, going back to the newspapers, I think that one thing they haven’t highlighted, they’ve pointed out a lot of problems in the model but they haven’t chosen to highlight – not really surprisingly but – the benefits that they’re receiving.
Huffington Post; Drudge Report; BuzzFeed; to an extent, Reddit – all of these online websites are aggregators of content that then distribute traffic to these websites – Washington Post, New York Times, et cetera – that those individuals may not have chosen to visit on their own.
You know, there’s kind of an adage, if you make the front page of Reddit, you seize the day. That was the story of the day and you’ve got to be checking on your servers because your traffic is just kind of going to overload.
The reason why I bring that up is just because, you know, they’re benefiting from this as well but another point that the team made was that it’s all based on kind of advertising dollars. That’s what we’ve talked about so far.
Truthfully, the back-end where Washington Post, New York Times, and the newspapers in general are making money is by sharing aggregating third-party data. I can kind of provide that perspective in my latest endeavors as a digital marketer but you always have first-party data that you leverage – let’s say, your own company, your own data. Then, you have second-party and third-party data. Essentially, what you do is better target your audience and understand your demographic. That’s really where they’re making their dollars.
It’s important to note because I think that, in the brief, they really didn’t touch on that at all.

NASIR: But do you really think that this Brave Software is the answer? Are they really going to rework something that has been at play for quite a long time? Are they a true disruptor? What do you think?

MATT: Here’s what I think.
I think I was excited to see Mozilla really going back to their roots. I first started using Firefox when I was 14, 15 years old. They were a true non-profit. Their goal was on open vision of the internet. Whatever it was accessible to everyone. I think that what they’re trying to do now is come up with a more distributive model that rewards users, it rewards publishers, and it’s just not one side of the fence making all of the profits.
The newspapers in general are just going to have to come around because the fact is that their model has been disrupted. Users were accepting of somewhat non-intrusive ads. But, over the years, it’s just transformed into more and more intrusive ads.

NASIR: But the non-intrusive ads don’t seem to really work anymore, right? I mean, everyone kind of just glosses over them.
Let me ask you a question. This is my understanding. Even on websites where you have these common banner ads or even on mobile sites where you have that small banner on the bottom and so forth, people just tend to tune those out.

MATT: We call that as becoming “ad blind” is what you’re referring to. I use my mother as an example, she’s a retiree now but she’s becoming a very sophisticated web user whereas a normal Google search may have misled her in the past, now she’s become more savvy.
What we’ve seen is websites like CNN and let’s just call them not in particular but any news media website providing very little actual content and instead replacing about 80 percent of their actual real estate with ads and, instead of just passive ads, you have ads that now automatically play audio, automatically play video, and as you mentioned earlier, starts to slow down your browser and that affects the user experience. I think that’s something that they’re going to have to really evaluate what’s in the best interest of their users, especially because, as I mentioned, their primary source of their traffic is not their own users. It’s coming from outside aggregator websites – like Huffington Post, Drudge Report, BuzzFeed – that are directing them traffic that they otherwise would not have gotten. If this is truly a problem, in my opinion, there are solutions.
They could put up basically premium pay walls. If they think that their content is so valuable and that they’re not benefiting from the masses, then they can show a limited article and encourage people to subscribe. My neighbors on both sides of me get the newspaper every single day but I don’t expect to get that for free.

NASIR: I think the New York Times has done that, right? They offer I think ten free articles per month. Or maybe that’s the Wall Street Journal. I can’t remember which one. after that, they have a premium model.

MATT: Yeah. So, they want to try to hook you. I mean, I don’t think it’s any surprise that those are the folks covering the Olympics. NBC has exclusive rights to cover the Olympics but NBC themselves, people aren’t just typing in There’s memes that are popping up. There’s YouTube videos. There’s a lot of traffic deriving to their website. Where I feel like they are missing the mark is by just oversaturating their website with advertisements and they’re dissuading people from going there directly, if that makes sense.
But going back to what you were saying about the new browser software, I think that this kind of hails to the earlier days of the internet where it’s a more distributive model. We’ve seen Bing – which Microsoft owns – start to adopt this in the last few years where they’re rewarding their users with credit based on their loyalty to using their search browser.

NASIR: Yeah, I saw, but that hasn’t really picked up though, right?

MATT: It hasn’t picked up on a massive scale – primarily because Google is dominant in that market. They’ve got 95 percent of the traffic. But it goes into ad sharing. You know, the big boys in the room – Wall Street Journal, Washington Post – they just think that it is expensive to fund this content, right? I mean, they’re sending reporters out into the field, et cetera. I get it. But the primary point I want to make there is they’re ignoring the sources of their traffic. Especially within the millennial generation, they’re not typing in “New York Times” to get their content. They’re on Facebook; they’re on Instagram; they’re on SnapChat – and those aggregators – Huffington Post, Drudge Report, et cetera – are funneling traffic to these main websites and they’re benefiting from that traffic. They would love it if those sites did not exist and our only option back in the 90’s was to have a portal that was AOL and that was their only source of knowledge. But they’re going to have to learn how to adapt to the changing environment.

MATT: This kind of reminds me – sorry, Nasir, to bring this up – it reminds me of Uber in that, basically, to me, UberX found a much better way to get people from Point A to Point B. The taxi cab industry obviously doesn’t like it. Going back to what Matt said at the beginning, I think it’s a fear issue and fear that someone else is doing it better than they are and they try to fight it through legislation or something like that.
I guess, Matt, my question for you is, I mean, in your opinion, do you see what Brave is doing as the answer or something that’s going to be able to I guess defeated?

MATT: I don’t think, from my personal opinion, that it is answer. I think that we have to consider where the internet is in its evolution. For most of us, that meant that the 2000’s were kind of the turning point of the internet where it became professionalized and a big deal and everybody is paying attention to the internet. But, fast forward, we’re almost in 17 years later. The business model that worked before is not the one that’s working now. I think what we’re going to see – just from my own personal opinion – is more moving towards product-based sales, affiliate sales.
For your folks listening that are small and medium business owners, that’s more a business based on leads. It’s advertising but how do you get those people in the door? I think the way you get those people in the door is by having quality content and there’s no substitute for quality content. People will find a way to flock to your website if you’re providing relevant information that they’re looking for.
Now, if I were to pull up some of these major websites right now on my browser, what I found recently was, it’s about 80 percent ads and then the main content is a screenshot grabbed from Twitter or Reddit or some other source. It’s not the thought-provoking content as they may lead you to believe. Now, that’s not to say that what’s showing up on your doorstep is not Tier 1 content but, if you were to jump on the flipsides right now, it’s just a recap of what the social media websites have already covered, in my opinion.

NASIR: Yeah, it’s just rehashing, re-aggregating. There’s very little original content. I mean, here, we’re rehashing a story. To be frank, we’re rehashing a story that made news a couple of weeks ago and that’s the only reason we’re covering it – because it’s pretty interesting. But, at the end of the day, this is just kind of a repackaging of it but, of course, we have our nice legal twist to that.
But let’s bring it home to small and medium-sized businesses. We have mobile app developers as clients. We have a lot of businesses that depend on Facebook ads for their products and so forth. I’m just wondering, okay, the internet is changing a little bit but, at the end of the day, we’re still in a paid ad model in the sense that Facebook ads still work. As far as on mobile, I think that the model of having advertisements as getting free apps are not as popular now but it seems like we’ve already seen a trend there. You produce a good game or a good app, people are going to pay for it – not only are people going to pay for it but they’re going to keep paying for it because they want to buy more stuff for the game.

MATT: The premium model is what you’re talking about but, absolutely, I agree with you. If the New York Times feels very strongly about their content, then that’s kind of the model that they’re going to have to turn to. People are going to be paying for content. I think that’s really kind of the future I think we’re headed.

NASIR: I’m interested to see because if Brave picks up – and I think that’s the only time, at this point, I know, maybe with tech geeks, Brave is becoming popular but really until they start really making an impact on market share, at the very beginning, it doesn’t make much for these guys to actually start getting into litigation. I think it’s going to be very similar to a TiVo type analysis. The difference between Brave and TiVo and these other cases is that TiVo and Dish Network are not replacing ads with other ads. I think that’s an interesting legal component – that even though Brave has a justification that they’re saying, “Okay, we’re going to distribute these funds even more to the publishers than they would otherwise be given,” whether that’s true or not, that’s a non-issue because here, all of a sudden, you’re introducing yourself as an ad publisher and taking away the ad revenue. It does seem a little intrusive. What do you think?

MATT: I want to touch on one thing you said about market share that maybe listeners aren’t familiar with. Mozilla at the beginning actually was the giant in the room.

NASIR: Oh, yeah, Firefox.

MATT: Mozilla Firefox was the giant in the room before the bigger players – well, some of them even exist. Before Google was even invented, Firefox was the browser of choice. I think some of this is them returning to their roots.
What I’m interested in seeing is the distribution model that they’ve put in place will pay off. We understand where Washington Post and New York Times are concerned – these big newspapers in general, what’s their bottom-line. But if you can reward your users through some type of loyalty program, I’m interested in seeing where that goes and I don’t know that I can foretell the future on that. That may be the second evolution of kind of where the internet is headed.

NASIR: Yeah, and you mentioned the Bing kind of point system. I’m vaguely familiar with that but I think it would have to be something to that effect because, if you have individual loyalty kind of programs such as that, I mean, for example, we all pay a subscription for Netflix but can you imagine paying for a separate subscription for every single piece of content that you access? It just starts to add up. I mean, keeping track of those monthly credit card charges alone would be annoying.
I do believe what you’re saying. There’s something there.

MATT: It’s starting to happen. I’m sure we have some Game of Thrones fans of here.

NASIR: Yeah, sure.

MATT: I know it’s not open to everybody but HBO, I was just recently at a conference and they were explaining their move towards his HBO GO model. You don’t have to have a full cable subscription to consume HBO content. They charge I think $10.99 a month. If I was by myself, I’d pay $10.99 a month for HBO. I pay $9.99 for Netflix. I have Amazon Prime and I pay for that, too. This could lead us down all kinds of different rabbit holes but, for the sake of this discussion, I think that really the core issue is that these bigger institutions feel threatened. It’s not the first time that they’ve felt threatened.
An example I wanted to bring up earlier along the lines of Netflix and others was e-books – e-books versus Barnes & Noble and those groups. They were very adamantly against that but Amazon found a way to produce readers very cheaply through advertising. Or if you pay a premium, you could get one without ads. I think that’s ultimately what these newspapers and providers are going to have to do – they’re going to have to find either a happy medium or a separate course where you’re paying for that content because advertising alone is not going to support it – certainly not with the rise of ad blockers bec7ause no one likes ads. You’ve already talked about that so why don’t I just say it? You mentioned TiVo and the facts I’ve read up with Netflix that 74 percent of people would unsubscribe if there were ads. Nobody likes ads. So, where do we move forward?

NASIR: Very good. I think we should end on those comments. I really appreciate you time, Matt Michaelree. Also, I appreciate you time, Matt Staub, as well for joining us.
I think, a year from now, I predict Brave is just going to be used for a very small segment of the population. I feel like it just requires a buy-in from more than just the users. It requires cooperation with these publishers and they don’t seem to anxious to get onboard. They just need one big publisher to sign off on it then maybe they’ll go somewhere.

MATT: What if they can block those ads though? That’s the one concern I have, you know? What kind of ground do they have to stand on? Brave can just kind of block those ads.

MATT: You know, I was thinking maybe something along the lines of unfair competition or interference with business.

MATT: I’m interested in your legal perspective. I know you’re trying to kind of wrap this up but I got excited about this. Like, what if their technology really just blocked the ads, you know?

NASIR: Absolutely. There’s already ad blockers out there. But, to me, it’s not much different unless there’s somehow that they’re storing the content on their servers and then republishing it. But, if I understand the technology, it’s a browser. Your own computer is the one that’s blocking the advertising so it’s very similar to TiVo or Dish Network or the DVR model. The only difference is it’s automatically detecting the ads. Again, I think the tricky legal issue is replacing the content, replacing the ad content with your own ads. Because, for example, if they just kept the ad money, what’s the difference between that and taking the ad money and dispersing it out? From a legal sense, it’s really no different. At the end, these publishers – like the New York Times and so forth – they have their own contracts that they’ve set up and that’s why Matt Staub mentions the interference of contract and we’ve talked about that before. The intentional interference of contract is always a throw-in – I shouldn’t say “always” but often it’s a tort of last resort because, oftentimes, you don’t have something else to fall back for. Same with the unfair business practices, those are usually state statutes and not on a federal basis.

MATT: From a legal perspective, what I’m hearing you say is that it has less to do with really the blocking of the ads as much as replacing of the ads. I know we’ve been kind of dancing around it a little bit but that seems really the core issue of where you’re honing in on this particular browser is it’s not that ad blockers aren’t going to exist because we all hate ads. We’ve already come to that conclusion. It’s the replacing of those ads and funneling revenue in different directions, is that correct?

NASIR: Absolutely. Unfortunately, that is the very substance of what Brave is trying to tackle. Perhaps I think they’ve done it in the best way possible in the sense that, if they’re going to reinvent how ad networks work, they’re trying to do it in a way that, hey, these ad publishers still make money.

MATT: So, we distribute the wealth. It’s not that the one percent got rich, right?

NASIR: Yeah.

MATT: But, at the end of the day, they’re still distributing wealth in different directions, is that kind of what you’re saying?

NASIR: Yeah, and it’s not at the direction of who the actual publishers are. Imagine, I’m creating this podcast and I have ads. It’s the exact same thing. How would I feel if all of a sudden someone blocked the ads of the podcast, replaced it with another ad, and then gave me a check of some dollar amount? It’s like, “Who are you? I don’t even know who you are and all of a sudden you’re selling ads on my podcast.” Any publisher would have problems with that.
Again, thanks for joining us. This is a good insight. From a quick legal take, Matt Staub, what do you think? I mean, we’ve talked about a lot of copyright issues and, when we have clients that are either figuring out their ad model or their model of what they’re going to be charging for their services or ad model, it’s something to think about. But, at the end, one thing that I’m kind of gathering from all this is that, when you disrupt the market – whether it’s Uber, TiVo, or Brave – legal issues abound. I mean, you are guaranteed to create enemies and your next step is to get into litigation.

MATT: Right, and it’s exactly what you just said. You can probably anticipate for the most part what the arguments are going to be – not applying to this Brave example but, just like you said in general, the disruptor aspect of it. I mean, I would say, look at the other side of the table as soon as possible, plan kind of how they’re going to attack and just be prepared. It did take Brave a while to respond to this. There wasn’t a lot of response there but I think it’s something that they had thought about for a while and kind of had their response in and ready to send out there.

NASIR: Yeah. In fact, this response was, oh, my god, if this is true, it looks like the letter was published on April 7th and the response was published April 7th. I don’t know if that’s true but that’s pretty… I think we’ll definitely post a link on both the letter and the response because, from a legal perspective, whether you’re a lawyer out there or not, it’s pretty interesting to see their kind of retort back and forth.
Anyway, again, another thank you to our guest, another Matt on the podcast. That’s all we need. I already thought that we had one too many Matts on the podcast.

MATT: Thank you, gentlemen. I apologize; I’m very passionate about this subject. I try to be as fair and balanced as I can but I really just think that the industry is going through a transformation but it’s not one that small and medium businesses can’t win in. I think that my advice to you all would be to focus on really your content and really just start there.
Thank you, guys! I really appreciate the time!

NASIR: Thank you! Thanks for joining us, everyone!

MATT: Keep it sound and keep it smart!


The Podcast Where Nasir Pasha and Matt Staub cover business in the news with their legal twist and answer business legal questions that you the listener can send it to

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Legally Sound Smart Business

A business podcast with a legal twist

Legally Sound Smart Business is a podcast by Pasha Law PC covering different topics in business advice and news with a legal twist with attorneys Nasir Pasha and Matt Staub.
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Latest Episodes

November 21, 2023

In this episode, Nasir Pasha and Matt Staub explore the legal implications of Artificial Intelligence in the business world. They delve into the most talked-about issue of 2023: AI and its impact on the legal landscape. Although AI isn’t necessarily a new topic, it has many unanswered questions in the legal world. Nasir and Matt…

July 12, 2023

In this episode, Attorney Nasir Pasha and Attorney Matt Staub delve deep into the complexities of mass layoffs and offer valuable insights, real-life examples, and practical advice to employers grappling with the aftermath of such challenging situations. Nasir and Matt emphasize the critical importance of effective communication when executing mass layoffs. They stress the need…

January 9, 2023

As the COVID-19 pandemic swept across the globe, businesses scrambled to adapt to the new reality it presented. In this blog post, we dive into the case of Goldman Sachs, a financial services giant, to examine their response to the crisis and the lessons other businesses can learn from their return-to-office strategy. From prioritizing employee…

October 28, 2022

Full Podcast Transcript NASIR: Finally, my two favorite worlds have collided – both the law and the chess – right here at Memorial Park in Houston, Texas. Windy day. We have some background noise – ambient noise. What are the two worlds that collided? Well, Hans Neimann has sued Magnus Carlsen for defamation in one…

September 26, 2022

Through a five-round championship bout, Matt travels to Texas from California to determine which state is better for business. Will it be a knockout with a clear winner or will it go to the scorecards?

July 7, 2022

Whether you are buying or selling a business, the transaction goes through the same steps. However, they are viewed from different perspectives. Sellers may not want to fully disclose all the blind spots while Buyers will want otherwise. Nasir and Matt battle it out in this Buyer vs. Seller to determine who has the advantage!…

May 12, 2022

When it comes to Restrictive Covenants, employers are fighting to keep their company safe while employees may use them to their advantage. Keep listening to find out if the Employer or the Employee wins this battle. Round 1: Trade Secrets A company’s trade secrets encompass a whole range of information and are one of the…

February 14, 2022

The Supreme Court rejected the nation’s vaccine mandate. Businesses with 100 or more employees are NOT required to have their employees vaccinated or go through weekly testings. However, this policy remains in effect for health care facilities. In this episode of Legally Sound | Smart Business, the team sat down to discuss their thoughts on this ruling.

December 1, 2021

In this episode of Legally Sound | Smart Business by Pasha Law PC, Nasir and Matt cover the Business of Healthcare. There is more to the healthcare industry than just doctors and nurses. Many Americans have health insurance to cover their yearly needs, but most Americans are not aware of what really goes on behind…

October 12, 2021

In our latest episode, Nasir and Matt are covering the legal issues on Social Media. The average person spends most of their day on social media, whether they are scrolling for hours or publishing their own content. However, just because you publish your own content on Instagram does not equate to you owning that image….

September 28, 2021

What is a Non-Disclosure Agreement, and when do I need one? In this episode, Nasir and Matt shares why you need to use Non-Disclosure Agreements, basic facts about NDA’s, and discuss about the infamous Jenner-Woods story. Having the right Non-Disclosure Agreement in place not only protects you and your business, but it also makes the…

June 16, 2021

Covered in this episode of Legally Sound Smart Business are some typical business mistakes blunders small businesses often make and how to avoid them. Blunder #1: Copying and pasting agreements It may sound like a good idea at the time, but this blunder comes with hidden pitfalls. Having an attorney draft terms that are specific…

February 4, 2021

How you terminate an employee can make the difference between a graceful transition to avoidable negative outcomes like a dramatic exit or even a lawsuit. We gathered a panel of experts and asked them – is there a “right way” to fire an employee? We would like to thank our guests for this episode: Amr…

December 2, 2020

The COVID-19 pandemic has turned nearly every aspect of life on its head, and that certainly holds true for the business world. In this episode, Matt and Nasir explain how the early days of the pandemic felt like the Wild West and how the shifting legal playing field left a lot open to interpretation and…

November 16, 2020

After plenty of ups and downs, our buyer has finally closed on the purchase of their business. While we’re marking this down in the ‘wins’ column, it never hurts to review the game tape. In this final episode, our hosts, Matt Staub and Nasir Pasha, return to the deal almost a year later to reflect…

September 15, 2020

The ink is drying on the signature line and things are looking great for our buyer. After so much hard work, the finish line is in sight and the cheering within ear shot.   Though the landlord is still serving friction, things seem safe to move forward and for now, our buyer will be keeping…

July 31, 2020

Though things are coming along well, the journey would not be interesting if it was purely smooth sailing. After our buyer opens escrow, they are forced to push the closing date back when suddenly a letter from an attorney was received claiming the business, we are buying has a trade mark on the name!  Now…

June 12, 2020

With frustration at an all-time high and professionalism at an all-time low, our friend the Buyer has “had it” with the Seller and quite frankly their lack of knowledge. At present our Buyer is rightfully concerned that the latest misstep from our loose-lipped Seller will threaten not only the entire operation of the businesses but…

May 11, 2020

As we go deeper into the buying process, we start to uncover more challenges from our seller and encounter some of the wrenches they are tossing our way. When we last left off in episode three our team was knee deep in due diligence for our buyer, had already penned and signed the Letter of…

April 4, 2020

One word–interloper! When a new mysterious broker enters the transaction and starts to kick up dust, Nasir and Matt take the reins. The seller signed off on the letter of intent (see episode 2), yet this “business broker” serves only friction and challenges by refusing to send financials, whilst demanding more of a firm commitment…

April 4, 2020

Just as most stories and deals start out, everyone is optimistic, idealistic and full of hope for clear skies. It’s a perfect outlook with a perfect setup for the ups and downs yet to come. Peek further behind the curtain and into the first steps of buying a business: the letter of intent. After the…

April 4, 2020

When a savvy buyer hears opportunity knocking to purchase a prime positioned business, she decides not to go it alone and taps in the professionals to help navigate what could potentially be a fruitful acquisition. “Behind the Buy” is a truly rare and exclusive peak into the actual process, dangers, pitfalls and achievements, that can…

August 7, 2019

GrubHub is subject to two “matters of controversy” that have likely become common knowledge to business owners: “fake” orders and unfriendly microsites.

May 28, 2019

In this podcast episode, Matt and Nasir breakdown the legal issues of the subscription industry’s business on the internet. Resources A good 50-state survey for data breach notifications as of July 2018. California Auto-Renewal Law (July 2018) Privacy Policies Law by State Why Users of Ashley Madison May Not Sue for Data Breach [e210] Ultimate…

March 12, 2019

In recording this episode’s topic on the business buying process, Matt’s metaphor, in comparing the process to getting married probably went too far, but they do resemble one another. Listen to the episode for legal advice on buying a business.

December 3, 2018

Nasir and Matt return to discuss the different options available to companies looking to raise funds through general solicitation and crowdfunding. They discuss the rules associated with the various offerings under SEC regulations and state laws, as well as more informal arrangements. The two also discuss the intriguing story about a couple who raised over…

July 24, 2018

Flight Sim Labs, a software add-on creator for flight simulators, stepped into a PR disaster and possibly some substantial legal issues when it allegedly included a Trojan horse of sorts as malware to combat pirating of its $100 Airbus A320 software. The hidden test.exe file triggered anti-virus software for good reason as it was actually…

April 17, 2018

Attorneys Matt Staub and Nasir Pasha examine Mark Zuckerberg’s congressional hearings about the state of Facebook. The two also discuss Cambridge Analytica and the series of events that led to the congressional hearings, the former and current versions of Facebook’s Terms of Service, and how businesses should be handling data privacy. Full Podcast Transcript NASIR:…

March 10, 2018

The Trump presidency has led to a major increase in ICE immigration enforcement. It’s critical for business owners to both comply with and know their rights when it comes to an ICE audit or raid. Nasir, Matt, and Pasha Law attorney Karen McConville discuss how businesses can prepare for potential ICE action and how to…

February 5, 2018

New years always bring new laws. Effective January 1, 2018, California has made general contractors jointly liable for the unpaid wages, fringe benefits, and other benefit payments of a subcontractor. Nasir and Matt discuss who the new law applies to and how this affects all tiers in the general contractor-subcontractor relationship. Click here to learn…

January 2, 2018

With a seemingly endless amount of new mattress options becoming available, it is unsurprising that the market has become increasingly aggressive. As companies invest in more innovative solutions to get in front of customers, review sites, blogs and YouTube videos have moved to the forefront of how customers are deciding on their mattresses and how…

December 7, 2017

In recent months explosive amounts of high profile allegations of sexual harassment, assault, and varying acts of inappropriate behavior have transcended every sector of our professional world. With a deluge from Hollywood and politics, and the private workforce, accusations have inundated our feeds and mass media. This harassment watershed has not only been felt within…

November 16, 2017

If you are not familiar with the EB-5 program started in 1990 to give green cards to certain qualified investors in the United States, then you may not have been alone a few years ago. Currently, the EB-5 program has since exploded since its inception and now hits its quotas consistently each year. The program…

October 10, 2017

Government requests come in multiple forms. They can come in as requests for client information or even in the form of investigating your company or your employees. Requests for Client Information General Rule to Follow Without understanding the nuances of criminal and constitutional law and having to cite Supreme Court cases, any government requests for…

August 24, 2017

Nasir and Matt suit up to talk about everything pertaining to employee dress codes. They discuss the Federal laws that govern many rules for employers, as well as state specific nuances in California and other states. The two also emphasize the difficulty in identifyingreligious expression in dress and appearance, how gender-related dress codes have evolved…

June 28, 2017

Nasir and Matt discuss the life cycle of a negative online review. They talk about how businesses should properly respond, how to determine if the review is defamatory, the options available to seek removal of the review, how to identify anonymous reviewers, whether businesses can require clients to agree not to write negative reviews, and…

June 7, 2017

On this episode of the Ultimate Legal Breakdown, Nasir and Mattbreak down social media marketing withguests Tyler Sickmeyer and Kyle Weberof Fidelitas Development. They first discuss contests and promotionsand talk about where social media promotions can go wrong,when businesses are actually running an illegal lottery, and the importance of a soundterms and conditions. Next, they…

April 3, 2017

On this episode of the Ultimate Legal Breakdown, Nasir and Matt go in depth with the subscription box business. They discuss where subscription box companies have gone wrong(4:30), the importance of a specifically tailored terms and conditions(6:30), how to structure return policies (11:45), product liability concerns (14:45),the offensive and defensive side of intellectual property (19:00),…

February 1, 2017

Nasir and Matt discuss the suit against Apple that resultedfrom a car crashed caused by the use of FaceTime while driving. They also discuss howforeseeable use of apps can increase liability for companies. Full Podcast Transcript NASIR: Hi and welcome to Legally Sound Smart Business! I’m Nasir Pasha. MATT: And I’m Matt Staub. Two attorneys…

January 5, 2017

The guys kick in the new year by first discussing Cinnabon’s portrayal of Carrie Fisher as Princess Leia soon after her death, as well as other gaffes involving Prince and David Bowie. They alsotalk about right of publicity claims companies could be held liable for based on using someone’s name or likeness for commercial gain.

December 22, 2016

Nasir and Matt discuss the recent incidentat a Victoria’s Secret store where the store manager kicked out all black women after one black woman was caught shoplifting. They then each present dueling steps businesses should take when employees are accused of harassment.

December 8, 2016

Nasir and Matt return to talk about the different types of clients that may have outstanding invoices and how businesses can convert unpaid bills to getting paid.

November 10, 2016

After a long break, Nasir and Matt are back to discuss a Milwaukee frozen custard stand that is now revising it’s English only policy for employees. The guys also discuss how similar policies could be grounds for discrimination and what employers can do to revise their policies.

October 6, 2016

The guys discuss the new California law that allows actors to request the removal of their date of birth and birthdays on their IMDB page and why they think the law won’t last. They also discuss how age discrimination claims arise for business owner.

September 29, 2016

Nasir and Matt discuss the racial discrimination claims surroundingAirbnb and how it’s handled the situation. They also discuss some practical tips for businesses experiencing similar issues.

September 8, 2016

Nasir and Matt discuss whyAmazon seller accounts are getting suspended and banned without notice and how business owners can rectify this situation through a Corrective Action Plan.

August 25, 2016

Nasir and Matt talk about the accusations surroundingfashion giant Zararipping off the designs of independent artists like Tuesday Bassen and howsmaller companies can battle the industry giants.

August 18, 2016

Nasir and Matt discuss Brave Software’s ad replacing technology that has caught the eye of almost every national newspaper and has a potential copyright infringement claim looming. They also welcome digital marketing expert Matt Michaelree to speak on the specifics of what Brave is attempting to do and whether it has the answers moving forward.

July 28, 2016

Nasir and Matt discuss the sexual harassment lawsuit filed by Gretchen Carlson against Fox CEO Roger Ailes. They also talk aboutthe importance of sexual harassment training and properly handling such allegations in the office.

July 15, 2016

Nasir and Matt talk about the changes at Starbucks that have led to many disgruntled employees and customers.

We represent businesses.
That’s all we do.

Oh, and we love it.

We love our work. We love reviewing that lease for your new location. We thrive on closing that acquisition that nearly fell through. We’re fulfilled when we structure a business to grow, raise capital, and be legally protected.

We focus on developing close relationships with our clients by being like business partners. A partner who provides essential, personalized, proactive legal support.

We do all of this without utilizing the traditional billable hour model. You pay for the value we bring, not the time spent on calls, emails, and meetings.

Our team is made up of attorneys and staff that share these values and we are retained by clients who want the same.

Pasha Law PC operates in the states of California, Illinois, New York, and Texas.

Meet Our Team

Fractional General Counsel Services

Pasha Law Select offers the expertise of a high-end general counsel legal team for every aspect of your business at a fixed monthly rate. Pasha Law Select is deliberately designed to allow our legal team to be proactive, to anticipate, and to be comprehensive in serving our clients. To be great lawyers, we need to know our clients. We can’t know our clients unless we represent a select number of clients in the long-term. This is Pasha Law Select.

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