Blackletter

Hosted by Thomas Dunlap

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300

Latest episode

Oct 2025

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About the show

This podcast brings famously experienced business people, lawyers, accountants, and anyone else in the realm of business to the table to share personal experiences that have shaped their business and to talk about how to handle black letter issues in creative ways. Every business is subject to so-called blackletter laws. Blackletter laws are the well-established legal rules that are no longer subject to reasonable dispute. Originally, "blackletter" was the Gothic type-style which was used to set forth the law in England until the mid 18th century. It was originally used so commoners couldn't understand the laws.

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60 recent

October 17, 202512 min

Commercial Lending in a Changing Rate Environment

Interest rates aren't just high or low anymore—they're unpredictable. And that's changing everything about commercial lending.In this episode, host Tom Dunlap talks with Clare Schuller, commercial lending attorney at Dunlap Bennett & Ludwig, about how banks and borrowers are navigating unprecedented rate volatility.What You'll Learn:Why interest rate unpredictability is more challenging than simply high or low ratesHow banks are tightening debt service coverage ratio requirementsCreative covenant structures when your business doesn't fit the conventional lending boxThe real impact of post-Silicon Valley Bank regulations on medium-sized banksWhat KYC (Know Your Customer) requirements mean for your loan applicationsWhen alternative lending and direct lending make sense—and when they don'tWhy hiring lending counsel can save you money on multi-million dollar loansKey Insight: Banks aren't worried about losing money on existing loans—they're worried about whether your business can survive if rates spike to 10% in three years. Clare explains how lenders are assessing long-term borrower health in this new environment.Whether you're seeking business financing, investing in commercial real estate, or managing a bank's lending portfolio, this episode delivers practical guidance on navigating today's lending landscape.Guest: Clare Schuller, Partner at Dunlap Bennett & Ludwig, specializing in commercial lending for banks and borrowers

October 3, 202514 min

The Future of Work: Legal Implications of Hybrid Workplaces and AI

The pandemic changed how we work forever. But are your workplace policies keeping up?In this episode, host Tom Dunlap talks with Scott Johnson, employment law attorney at Dunlap Bennett & Ludwig, about the legal challenges facing today's hybrid workplace.What You'll Learn:Why your COVID-era remote work policies need a complete redesignHow hiring across state lines creates unexpected legal compliance issuesThe hidden discrimination risks of AI in hiring decisionsNew workplace challenges: cyberbullying, proximity bias, and privacy concernsBest practices for creating hybrid work policies that actually workWhy one-size-fits-all approaches fail in today's distributed workforceKey Insight: If you're a Virginia-based company with employees in seven different states, you need seven different sets of compliance rules. Scott breaks down what employers need to know.Whether you're managing a hybrid team, updating your employee handbook, or just trying to understand the future of work, this episode delivers practical, actionable legal guidance.Guest: Scott Johnson, Partner at Dunlap Bennett & Ludwig, specializing in employment law for employers

September 19, 202511 min

Influencers, Usernames & Brand Protection: Social Media Trademark Insights

In this episode of The Blackletter Podcast, host Tom Dunlap is joined by David Ludwig and Carlos Linares, partners at Dunlap Bennett & Ludwig, to unpack the complex world of trademarks in social media and the metaverse.From influencers whose handles are worth millions to businesses fighting for control of their online identities, today’s digital landscape presents unique legal challenges. David and Carlos share practical insights on how creators and companies can protect usernames, content, and brands in an environment where platform terms of service often matter as much as the law itself.Key topics covered:Why usernames and social handles are often treated like trademarks.What happens when two people want the same handle—and why platforms, not courts, usually decide.How to deal with dormant or inactive accounts that match your brand.Risks when a social media agency controls your handles or content.Why terms of service often outweigh trademark law on platforms.How influencers can trademark personal names and handles for stronger legal protection.The role of federal trademark registration in winning disputes with platforms.Why early registration and clear agreements are the key to avoiding costly battles later.David and Carlos emphasize a simple truth: if your brand or identity matters online, you need to treat it like intellectual property and lock down your rights early.🔗 Resources Mentioned in the Episode:USPTO Trademark RegistrationDunlap Bennett & Ludwig – Intellectual Property Services

September 2, 202514 min

Trademarks in the Music Industry: Band Breakups, Copyrights & Touring Abroad

In this episode of The Blackletter Podcast, host Tom Dunlap is joined by Carlos Linares and David Ludwig to dive into the legal side of the music industry: how trademarks and copyrights protect bands, songs, and reputations.Carlos, both a lawyer and longtime member of the internationally touring band The Pie Tasters, brings real-world experience to the discussion. Together, the group explores the biggest legal challenges musicians, managers, and producers face when it comes to protecting their creative work.Key topics covered:Why registering a trademark for your band name is critical.What happens when two bands use the same name (and how streaming complicates disputes).The role of Spotify, Apple, and other platforms in resolving trademark conflicts.How band breakups impact ownership of a name, songs, and royalties.Why operating agreements and songwriting agreements are essential for every band.Copyright registration rules after the Fourth Estate Supreme Court case (2019).What to know before touring internationally with a US trademark.How to prevent costly disputes with written agreements and proactive trademark filings.Carlos and David leave listeners with one key takeaway: treat your band like a business. Clear agreements and IP registrations save time, money, and relationships in the long run.🔗 Resources Mentioned in the Episode:The Pie Tasters (Carlos’ band)Fourth Estate Public Benefit Corp. v. Wall-Street.com, LLC (2019)Dunlap Bennett & Ludwig – Intellectual Property Services

August 26, 202517 min

GovCon M&A Explained: Novation, Set-Asides & Deal Drivers in 2025

In this episode of The Blackletter Podcast, host Tom Dunlap sits down with Wright Lewis, partner at Dunlap Bennett & Ludwig, to break down the unique challenges of mergers and acquisitions (M&A) in the government contracting (GovCon) space.Unlike traditional M&A, GovCon deals involve regulations, set-asides, security clearances, and novation requirements that can make or break a transaction. Wright shares expert insights on what contractors, buyers, and sellers need to know before heading to market.Key topics covered:GovCon M&A vs. traditional M&A – why stock purchases dominate and how novation impacts deals.Handling facilities clearances and personnel clearances during acquisitions.The role of set-aside contracts (8(a), WOSB, SDVOSB, etc.) and how they affect valuations.Organizational Conflicts of Interest (OCIs) and how to manage them in due diligence.Market uncertainty from DOGE contract terminations and SBA rule changes.Which sectors are rising in value (AI, cyber, defense, intelligence) vs. which are under pressure.Strategic advice for GovCon sellers:Market timing around set-aside expiration deadlines.Diversifying contracts and clients to reduce risk.Maximizing backlog and margins before going to market.Making yourself redundant as a seller to increase buyer confidence.Wright and Tom also touch on earn-outs, revenue concentration risks, and why buyers are inserting new protective clauses into GovCon transactions in today’s uncertain environment.🔗 Resources Mentioned in the Episode:Wright Lewis Bio – Dunlap Bennett & LudwigSmart Business Dealmakers Podcast: Wright Lewis Deep Dive on GovCon M&ADBL Articles on GovCon & M&A

August 19, 202517 min

Estate Planning in the Digital Age: Cryptocurrency, Social Media & Beyond

In this episode of The Blackletter Podcast, host Tom Dunlap sits down with estate planning attorney John Heck to explore one of the fastest-growing challenges in law and business: how to manage digital assets in estate planning.From cryptocurrency keys to social media accounts, John shares practical advice and legal insights on protecting your online presence and ensuring your heirs can access valuable (and sentimental) digital property.Key topics discussed:What counts as a digital asset in estate planning (crypto, NFTs, social accounts, online data).Why passwords, private keys, and digital wallets create unique legal challenges.How to use crypto wallets, safes, and backups to protect digital wealth.Estate planning for Facebook, Instagram, TikTok, and Apple accounts.The role of the Uniform Fiduciary Access to Digital Assets Act (2017).Setting up legacy contacts on Facebook and Apple to simplify future access.How to handle multi-state and international laws on digital assets.Can heirs continue a deceased influencer’s social media business?Why it’s critical to review your estate plan regularly as digital assets fluctuate in value.John emphasizes that planning isn’t just about wealth—it’s about preserving memories, protecting privacy, and ensuring your legacy lives on.🔗 Resources Mentioned in the Episode:Facebook Legacy Contact SettingsApple Legacy Contact Guide

January 31, 202535 min

Mastering SBA Loans and Business Banking: Insights from M&T Bank Experts

Join host Tom Dunlap on this episode of the Blackletter Podcast, where he dives into the intricate world of SBA lending, commercial real estate, and banking relationships with experts Janel Giambrone and Dee Kakar from M&T Bank, along with Clare Schuller, a seasoned real estate attorney from DBL. The discussion covers critical topics such as navigating SBA loans, building strong banking relationships, leveraging financial tools for business growth, and the evolving economic landscape. Whether you're a business owner, aspiring entrepreneur, or just curious about how the banking industry supports small businesses, this episode is packed with expert advice and actionable insights to help you succeed.

December 20, 202424 min

Preparing for a Business Sale: Insights from SD Capital

In this episode of the BlackLetter Podcast, Tom Dunlap sits down with Thomas Springer and Stuart Lawson from SD Capital, along with Wright Lewis, to discuss the intricacies of preparing a business for sale or acquisition. Learn how SD Capital’s unique approach as former business owners and private equity experts helps clients maximize enterprise value and identify strategic opportunities. From avoiding common mistakes like artificially inflating EBITDA to rewarding key employees and planning for life after the sale, this episode is packed with actionable advice for business owners. Whether you’re considering selling your business or just want to understand the process better, this conversation provides invaluable insights into middle-market M&A and strategic growth planning.

December 6, 202417 min

Exploring Securities Litigation

In this episode of the BlackLetter Podcast, host Tom Dunlap sits down with securities litigation expert Josh Kons, Principal at the Kons Law Firm. Together, they unravel the complexities of securities litigation, exploring common claims, fraud cases, and the role of FINRA arbitration. Josh shares his journey from finance major and trader to becoming a trusted advocate for investors who’ve been wronged. Learn about the two key types of securities claims, how to spot potential fraud, and why acting quickly is critical in these cases. Whether you’re an investor, lawyer, or just curious about how to protect your financial interests, this episode is packed with practical advice and real-world insights.

November 22, 202415 min

The Hidden Costs of M&A: Legal Fees, Advisory Costs, and More

"Ever wonder what it really costs to buy or sell a business? In this episode of The Blackletter Podcast, host Tom Dunlap is joined by M&A experts Sharon Heaton and Wright Lewis for an in-depth discussion on the crucial details of mergers and acquisitions. They cover the costs involved in M&A transactions for both buyers and sellers, including legal fees, M&A advisory costs, and quality of earnings reports. The conversation also delves into the key terms found in asset and stock purchase agreements, such as representations, warranties, and how liability is transferred. As they explore what happens after closing, the trio discusses integration, post-closing obligations, and how communication with employees and vendors plays a critical role in a smooth transition. Whether you're buying or selling a business, this episode is packed with valuable insights to help you navigate the complex world of M&A.