Legal & Operational Risk Register
Tracking of open risks, mitigation strategies, and ownership
El Salvador Foreign Agents Law Exposure
Potential exposure under El Salvador Foreign Agents Law for nonprofit operations and US-controlled entities. Could impact ability to operate Fundacion Murph Life and Casa Conejo subsidiaries.
Medium
High
Jorge Alfaro to complete Foreign Agents Law analysis and recommend contract structures to minimize exposure. May require local board composition and operational independence.
Urgent — before any ES entity formation
Jorge Alfaro
ADDN partnership and government relations may provide clarity. Bryan Nuñez to advise on regulatory landscape.
Trademark Ownership & Transfer Clarity
Trademark (Reg. No. 8,015,171) currently held by Lucas George & Aaron Murphy individually, not by nonprofit. Ownership transfer to MurphsLife Foundation needed for long-term clarity and IP protection.
Low
High
Tim Nielsen to draft trademark assignment agreement transferring ownership from Lucas & Aaron to MurphsLife Foundation. Ensure proper documentation and USPTO filing.
Before investor capital raise
Tim Nielsen
Current registration is solid (Nov 4, 2025). Transfer is administrative but critical for investor confidence.
Costa Rica Farm Deed Status Unknown
Deed offer from donor may have expired or status is unclear. Impacts long-term property strategy for Costa Rica farm project.
Medium
Medium
Lucas George to re-engage with donor and confirm current status of deed offer. If expired, negotiate renewal or alternative arrangements.
Before Costa Rica project launch
Lucas George
Not critical for immediate operations but needed for long-term planning.
Employment Contracts & HR Structure Not Finalized
Employment agreements for key team members (Emmanuel, Dianne, others) not yet finalized. HR structure and roles need clear documentation.
High
Medium
Emmanuel Poulain and Dianne to finalize employment contract templates. Ensure compliance with IRS regulations for nonprofit compensation.
Q1 2026
Emmanuel Poulain
Templates exist but need customization and execution. Critical for audit compliance.
FMV Property Lease Not Yet Drafted
Fair-market-value property lease between nonprofits and for-profit subsidiaries not drafted. Required before any for-profit operations on nonprofit property.
High
High
Jorge Alfaro to draft FMV Property Lease for El Salvador operations. Tim Nielsen to draft for US properties. Lease structure to be based on property valuations.
Before for-profit entity operations begin
Jorge Alfaro
Critical for IRS compliance and clear separation of nonprofit/for-profit operations.
Conejo Group PBC Formation Not Yet Filed
Delaware PBC (Public Benefit Corporation) for Conejo Group holding company not yet filed. Blocks all for-profit subsidiary formation.
Low
High
Tim Nielsen to file Delaware articles of incorporation for Conejo Group PBC ASAP. Ensure PBC status is clearly designated in articles.
ASAP (this week if possible)
Tim Nielsen
Blocking item for investor capital raise. Once filed, other entities can follow.
Conflict-of-Interest Policies Not Yet Adopted
Distinct conflict-of-interest policies required for nonprofit and for-profit entities. Aaron Murphy's roles across entities need clear governance framework.
High
Medium
Jonathan Bench to finalize conflict-of-interest policies for both US and El Salvador nonprofits. Recommend non-voting shares for Aaron in for-profits to reduce conflicts.
Before investor capital raise
Jonathan Bench
Independent board oversight and clear policies are investor confidence factors.
Bridge Instrument for Investor Capital Not Yet Finalized
Legal vehicle for receiving investor capital (bridge note, SAFE, or convertible debt) not yet finalized. Investors are ready but instrument is the blocker.
Low
High
Jonathan Bench and Michelle James to present legal vehicle options and finalize bridge instrument. Target completion before next investor calls.
This week (by March 5, 2026)
Jonathan Bench
Investors are ready. This is the final blocker for capital deployment.
Google Drive Document Management Workflow Not Standardized
Document versioning, access control, and naming conventions not standardized. Risk of confusion, lost versions, or unauthorized access.
High
Low
Catherine Wahlen to establish Google Drive folder structure, naming conventions, and version control protocols. Ensure all legal team members follow the same standards.
This week
Catherine Wahlen
Operational efficiency issue. Clear protocols will reduce errors and improve collaboration.
Audit Postponed to Later in 2026
Annual audit postponed to later in 2026. Requires complete financial records, bank statements, and documentation.
Low
Medium
Emmanuel Poulain to gather all financial records, resolve Chase bank statement issues, and prepare for audit. Ensure all transactions are properly documented.
Q2/Q3 2026
Emmanuel Poulain
Chase bank statements currently being chased. Must be resolved before audit.