Memorized Client List Is Protected - December 20, 2010
Robert E. Martin, a former employee of Al Minor & Associates, Inc. ( AMA ), appealed a judgment that entered a $25,973 verdict in favor of AMA for fees not generated from former clients Martin had solicited using information he memorized while working...more
Eu Issues Final Rule Limiting Attorney-Client Privilege - December 14, 2010
The attorney client privilege protects communications between lawyers and their clients. The EC cannot require disclosure of privileged documents and cannot use these documents. Under established EU case law, the privilege for written communications between lawyers and clients applies...more
Lawyer Referral For Labor Cases Set Up - December 6, 2010
The collaboration between the Labor Department s Wage and Hour Division and the ABA was revealed at a White House press conference. Vice President Joe Biden announced the new program, saying it was one of three new initiatives designed to help middleclass...more
Arra Whistblower Provisions - December 1, 2010
The American Recovery and Reinvestment Act of 2009 (ARRA) provides nearly $500 billion in spending to stimulate the economy. However, those who receive those funds should be aware that ARRA contains new protections for public and private employees who...more
Dol To Expand Erisa Fiduciary Definition - November 29, 2010
The US Department of Labor ( DOL ) has announced a proposed expansion of whom the agency would consider a fiduciary to include consultants that offer advice to retirement plans on proxy voting and the hiring of investment managers. In addition, brokes who make securities...more
Store Not Liable For Lost Time Claims - November 22, 2010
Customers whose financial information was stolen through the breach of a grocery chain s computer system could not sue for time and effort spent in curing the risk of identity theft, Maine s highest court has ruled in answering a certified question.
Mass Public Construction Ruling - November 8, 2010
In 2009 a town decided to go out to bid for the construction of a new high school. Where a public construction project has an estimated cost over ten million dollars, State law requires a contract to be awarded to the lowest responsible and eligible general bidder...more
Software Licensing In A Tough Economy - November 1, 2010
Economic worries require both parties to place more importance on protecting their rights under software licenses. This memorandum looks at risks and liabilities that may come from the financial instability or bankruptcy of either party to a license. It looks at...more
Ceo Bonus Is Wages - October 25, 2010
Ed. Note: This case continues a trend of decisions in Connecticut over the past couple of years. There is a growing trend here and elsewhere that once a bonus becomes nondiscretionary and in a fixed amount even if that fixed amount is the result of a calculation the bonus becomes...more
Federal Credit & Loan Guarantee Programs - October 1, 2010
As the financial crisis unfolded, much attention was focused on emergency programs designed to stabilize banks and enable lending. The federal government has for many years run a range of permanent programs to expand the availability of credit to a broad range of borrowers....more
Borrower Negotiation Of Loan Commitments - September 1, 2010
When approaching a loan commitment the first steps are critical for making the best deal you can. This memo outlines approaches for negotiating a commitment for the most common types of credit agreement used to finance businesses.
Advertising Food Products - August 1, 2010
The Federal Trade Commission Act (FTC Act) is the federal government's primary tool against false, deceptive, or unfair advertising. For food, drugs, devices or cosmetics, it prohibits giving out any false ad to induce, or which is likely to induce, any purchase. A false...more
Taking Outside Capital - July 1, 2010
Today s entrepreneur dreams have shifted to building the business to a certain scale and selling for a large multiple. The path to the dream seems easy: find an investor or investor group, use the capital to grow the business and capture market faster than by organic growth, and position...more
Personal Property Tax Developments - June 1, 2010
For fiscal year 2005 the personal property in question consisting of telephone equipment and switching machinery was owned by and assessed to Siemens. Siemens leased the equipment to RNK. As the owner on the January 1, 2004 assessment date, Siemens...more
Office Romance - April 1, 2010
It s no secret that many people find love on the job. A 2009 survey found that 31 percent of people responding met their spouse at work and 40 percent have dated a coworker at least once. While many of these relationships never cause concern, workplace romances can impact ...more
Llc Fiduciary Law - March 1, 2010
For a limited liability company ( LLC )to succeed, its managers should know from the start that they will be subject to fiduciary duties of care and loyalty in performing their management responsibilities. While LLC members must be fair to their managers, they also must...more
Finders & Broker-Dealer Registration - February 1, 2010
Tight credit markets have made many companies turn to third parties to help raise capital or sell all or part of the business. Usually called business brokers or finders, they often show long lists of industry connections and extensive experience....more
Do You Need A Pda Policy? - January 1, 2010
Employers must pay their hourly workers for all "hours worked." This includes all time spent primarily for the employer's benefit, including a secretary's time spent surfing the Internet while waiting for an assignment. "Hours worked" also includes work done off premises as long...more
Health Benefits Cases - December 1, 2009
The skyrocketing cost of healthcare and health insurance together with longer life expectations and increasing chronic disease in older age means that health benefits promises are worth more than they used to be; and therefore worth litigating about...more
Udrp Actions - November 1, 2009
In today's marketing environment, one thing has not changed for brand owners. They are obliged to take reasonable measures to police uses of their trademarks to protect the public from deception and their rights from erosion. Today, they face new challenges in combating cybersquatting...more
Another Nda Primer - October 1, 2009
NDAs are how IP owners talk to each other to advance a commercial or scientific aim. Disclosures can be oneway or mutual. Businesses often think in terms of "disclosures out" and "disclosures in" and will treat each differently. However, the playing field is level in the case of mutual or two way exchanges ...more
User Generated Content Promotions - September 1, 2009
New promotions incorporate the latest technology and trends to capture public attention and generate good will. A trend is to get user generated content ( UGC ) videos created and uploaded by consumers that incorporate a product. UGC promotions get consumers intimately involved with a brand or promotion ...more
Identifying & Protecting Trade Secrets - August 1, 2009
Intangible property, intellectual asset management and information security are critical points because of SarbanesOxley (SOX) and many other federal and state laws. At the heart of these developments are trade secrets the largest asset class of most corporations ...more
Employee Retaliation Claims - July 1, 2009
Almost all federal and state laws barring discrimination and practically all laws on minimum wages, overtime, payment of wages, unionization and public contracting contain antiretaliation provisions that prohibit employers from "getting even" with an employee who files a charge or reports misconduct ...more
Temporary Employee Traps - June 1, 2009
There have been dramatic changes in the personnel arrangements used by employers. The traditional regular fulltime employment at the employer s worksite is now one approach in a broad spectrum of employment relationships. Some argue the traditional model is obsolete. Increased competition ...more
History, Development & Status Of Software Protection - April 1, 2009
Copyright protection was first extended to software in the Computer Software Protection Act of 1980. Software has since been treated as a literary work for copyright ...more
Red Flags Regulations - March 1, 2009
The Red Flags regulations are a major privacy initiative. This memorandum explains the regulations, their background and the compliance measures affected organizations need to prepare for. On May 1, 2009, US financial institutions and creditors will be required to comply with these regulations adopted by the Federal Trade Commission ...more
Managing Ip Compliance - January 1, 2009
Virtually all companies developing software now work in a mixedIP environment. Software is created on layers of previous work, mixing internally developed software with licensed proprietary components and including open source elements. The reuse of available software components is ...more
Antiboycott Voluntary Self-Disclosure - December 1, 2008
Background The Export Administration Act (EAA) and Export Administration Regulations (EAR) require exporters to report certain boycottrelated activities to the Department of Commerces Office of Antiboycott Compliance (OAC). The EAR general ...more
Succession Planning Benefits & Risk Management - November 1, 2008
INTRODUCTION Rapid change means you often need to replace key management staff on short notice. There is increased pressure to remain competitive and an increasingly competitive market for skilled individuals. All these prompt you to effect ...more
Shareholder Liability For Copyright Infringement - October 1, 2008
An area where shareholders are not shielded from liability for the acts of a corporation is copyright infringement under the Copyright Act. While it is well settled that shareholders can be liable under the Act, the test for determining ...more
Trademark & Trade Secret Record Retention - September 1, 2008
We are frequently asked for recordkeeping recommendations on these two subjects. Here are some suggestions.TRADEMARKS A trademark is a word, phrase, symbol or design, or combination of words, phrases, symbols, or designs, which identifies and ...more
Defined Contribution Plan Liability Upped - August 1, 2008
Until a recent US Supreme Court decision, defined contribution account plan holders subject to ERISA could only sue to recover their plan account balance or get appropriate equitable relief if a problem arose that affected the account. Courts ...more
Internet Job Application Recordkeeping - July 1, 2008
Recruiting and hiring is increasingly sophisticated and complex, especially with Internet and other technology use. The improved communications means greater ease in soliciting applicants and responding to openings. These advances call for more ...more
The Hidden Franchise - June 1, 2008
What do you get when you cross a trademark license, a fee, and elements of control? Mixed in the right combination, you get a franchise, regardless of what you intend. Many business arrangements that do not look like franchises have been labeled ...more
Electronic Mail Message Retention - May 1, 2008
Email use is growing exponentially. In 2005, the average user processed 75 emails a day. Corporate email traffic per user has increased 33 per year since then. Worldwide traffic in 2006 was 183 billion messages a day. Many organizations are ...more
New Employment Arbitration Rules - April 1, 2008
Many employment arbitrations proceed under the American Arbitration Association (AAA) rules. Even plans and contract clauses that do not provide for AAA administration use the AAAs rules as the standards for the process. These rules, the ...more
E-Discovery Dawns - March 1, 2008
Changes have been made to the Federal Rules of Civil Procedure to address the increase of electronic information. They relate to information stored on computers or other electronic media during the discovery part of lawsuits. Before these ...more
Open Source Code - February 1, 2008
There are four classic open source licenses. These are the GNU Public License (GPL), the Limited GNU Public License (LGPL), the Berkeley System Distribution and the Massachusetts Institute of Technology (MIT) license. With the opensource release ...more
Maintaining Your Corporate Veil - January 1, 2008
Limiting shareholder liability has always been a primary purpose of having a corporation. Not surprisingly, maintaining the corporate veil has always been on the checklist of lawyers advising any multibusiness company. With the rash of products ...more
Investigations Under Fact - October 1, 2007
The Fair and Accurate Credit Transactions Act of 2003 (FACT) amends the federal Fair Credit Reporting Act (FCRA). Although FACT excludes certain employee misconduct investigations from the FCRA, many employers do not understand that they must...more
Board Canceling Trademarks For Fraud - September 1, 2007
Until recently, trademark applicants have not been subjected to serious fraud inquiries. A recent group of Trademark Trial and Appeal Board (Board) decisions shows change is coming. Trademark applicants should beware. A finding of fraud by the...more
Safe Communication Guidelines - July 1, 2007
Managing bad documents risk needs more than a document retention program. It needs a work force that understands the risks of any writing in a business setting, whether paper or electronic. This memo suggests points to educate employees about the...more
401 (K) Blackouts - June 1, 2007
Now that ENRON has taken its place among famous financial disasters, we can look back at some of the responses to it. One of the things that made it such a fiasco was that the ENRON employees were trapped in a retirement plan blackout they could...more
The Fair Use Defense In Copyright - May 1, 2007
One of the most powerful and misunderstood defenses to a copyright infringement claim is the fair use defense. This memorandum comes from the recent decision of the Second Circuit Court of Appeals in the case of Blanch v. Koons. It discusses...more
Protecting Business Process Ip - April 1, 2007
Protecting business processes with business method patents is the fashion today especially in the financial service industries. The downside of this strategy is that the registration of the typical patent today costs north of 20,000 and the...more
Sampling Licenses - March 1, 2007
In a recent decision, a US Court of Appeals created a brightline test for analyzing copyright infringement claims arising from digital sampling in the music industry. The court held no one can lift or sample something less than the whole without...more
The Law Of Promotions - February 1, 2007
The Plans1. Every customer who makes an instore purchase over 100 is entered into a drawing for a 1000 gift certificate. 2. An online tell a friend program to increase the size of a mailing list: customers who provide a name will be automatically...more
Sox Duty To Identify & amp; Protect Trade Secrets - January 1, 2007
Ed. Note: As we have said repeatedly, SOX standards are winding their way into general corporation law. Even though the specifics of this memorandum are SOXdriven, the spirit of these changes are imbuing new standards across the business...more
The Cfaa In Civil Cases - December 1, 2006
As public websites have become a businesss interface with the public, the federal Computer Fraud and Abuse Act (CFAA) has become an important civil remedy to protect valuable competitive business information. This memorandum examines the...more
Medicare Part D Record Retention Requirements - November 1, 2006
The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (MMA) added a prescription drug benefit to Medicare called Part D. Generally, coverage is provided under private prescription drug plans (PDPs), which offer only...more
Nlra Application To Non-Union Companies - October 1, 2006
Many believe the National Labor Relations Act (NLRA) only applies to employers with a unionized workforce or whose employees are actively involved in union organizing activity. Thats wrong. Private employers in the jurisdiction of the NLRA without...more
Single Purpose Entities - September 1, 2006
During the economic downturn of the early 1990s, many banks were badly burned when loans secured by commercial real estate went bad. Some borrowers went bankrupt, dragging the security down with them others sold or otherwise alienated the...more
Customs Obligations For Importers - August 1, 2006
Trade drives the global economy. Importing is a crucial function for many companies. U.S. importers that rely on the assumption of free and fair trade may not be exercising the care required to ensure that declarations on their customs documents...more
The Business Side Of The New Bankruptcy Act - July 1, 2006
Much has been written about the new bankruptcy acts changes to consumer bankruptcy law. Little has been said about its changes to the business side of bankruptcy law. This memorandum notes some of the more important of those...more
Website Privacy Regulation - June 1, 2006
State and federal laws are emerging to correct perceived erosions of privacy in the United States while legal developments around the world remind companies that privacy obligations do not stop at the border.If you are focused on the bottom line,...more
Employment Documentation Update - May 1, 2006
The employment relationship was never simple. In the last few decades it has changed deeply and fundamentally. Many aspects of the relationship have changed to reflect evolving economic and social conditions. There seem to be as many variations on...more
Userra Rights Violated By Duty Related Non-Hire - April 24, 2006
Ed. Note: USERRA is a very broad statute all employers, private or public are covered by its basic provisions, including this one.Where the employer refused to hire the plaintiff as a police officer because his military service made him...more
Uncashed Health Benefit Checks - April 1, 2006
Very few would expect the return of uncashed employee medical reimbursement checks drawn on a group health plan would mean navigating through both state escheat (unclaimed property) law and HIPAA. However, deciding whether to turn unclaimed...more
Pop-Up Ads Do Not Infringe Trademarks - March 1, 2006
In a significant victory for Internet advertising, the 2nd Circuit has ruled that an on line marketing company did not infringe a retailers trademarks by having competitors popup ads appear on shoppers screens while visiting the retailers...more
