CAK big wheelYeah, that’s me on a Big Wheel at age 6 or 7. Check out that air! Good thing there was grass for soft landing….

Recently, my law partner and I tried a temporary injunction in a complicated business dispute. When I cross-examined the opposing expert, he answered “Yes” to most of my leading questions, as I expected he would. When the opposing expert strayed from deposition testimony, I impeached him to get him back on the straight and narrow.

Near the end, I elicited a pretty good answer. I could have stopped right there. It would have been a good cross-examination. But I thought I could ask one more question on this topic, and really nail him. There was some risk in asking the next question, as he could have tried to put a spin on his previous answers. But if he did, he’d have an awful lot of previous testimony to explain away.

It turned out the next answer was better than I could have hoped for when I was putting my cross-exam together beforehand.

Take-Away

Risk is a constant in business. Don’t avoid it—embrace it, measure it, and use it to guide your next action.

If your business ventures may require you to use the court system, whether as a plaintiff to enforce your contractual rights, or as a defendant to protect against attempts to attack your business, identify the risks and discuss them with your lawyer. He or she should be listening so that you can identify a strategy to come up with a soft landing. Just in case.

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Intellectual Property Resolutions: Take Stock of Your IP Assets

Often people resolve in the New Year to take stock of their assets to see where they are in terms of not only protecting what they have but also to implement long-range planning and goals. While businesses may often check their status and progress against things like five-year plans, they should not forget to also take stock of their assets, especially Intellectual Property (“IP”) assets. IP assets can often be the most important assets to a business. Unfortunately, they can also be the most overlooked and under-protected.

With the new year upon us, this is an opportune time for businesses to audit their IP to make sure these important assets are secure by following these three steps:

  1. Identify all of a company’s IP in its various forms such as trademarks, copyright, trade secret and patents.
  2. Review those assets to ensure they are properly protected, including review of registration status, reviewing licenses and contractor agreements or non-disclosure agreements.
  3. Develop internal policies to make sure newly created IP is documented and protected as well as procedures to ensure secrecy of proprietary information.

Our Intellectual Property practice group is available to assist with auditing your IP assets and to devise IP protection plans. For more information, please feel free to contact me at mark.nieds@henlaw.com.

Business Law Resolutions

It’s that time of year when we all make New Year’s Resolutions to improve ourselves. From Henderson Franklin’s Business and Tax Practice, Erin Houck-Toll reminds us that as you make and implement your personal resolutions, don’t forget your business. This is a good time to review your business’ governing documents—bylaws, operating agreements, employment agreements and shareholder agreements—to ensure they still make sense, both in terms of current law and tax strategies, as well as how you are actually operating. If you have any questions, please feel free to email me at erin.houck-toll@henlaw.com.

Guest post by Bonita Springs Trust and Probate Litigation Attorney Richard Mancini:

As Clarence famously said in “It’s A Wonderful Life”:

Strange, isn’t it? Each man’s life touches so many other lives. When he isn’t around he leaves an awful hole, doesn’t he?”

Many plan for the time when their time on earth is over and plan to distribute their wealth to family and friends. Unfortunately, sometimes the plans aren’t clear or the plans forget an important aspect, which leads to fights and litigation after their passing. As we reflect back on 2016 and look to the future, it is critical to have a complete estate plan, but not just any plan.

Continue Reading Reflecting on Trust and Probate Law with Richard Mancini

henderson franklin street sign - smaller versionThank you to those readers who attended our C-Suite Seminar Kick-off on September 15, 2016. I posted on September 1 about the topic that my colleague, Mark Nieds, Esq., and I would be presenting. If you did happen to miss us on the 15th, Mark and I explained what to do when a shareholder demands an inspection of the company’s books and records.

To make the discussion more lively, we prepared a mock letter.

While the letter didn’t track the statute, our advice was to respond to the letter promptly, pointing out that the company is ready to comply with a document inspection demand that complies with the statute. This way, the company refuses to comply with a demand outside of the statute, but shows it’s ready to promptly comply with a demand within the statute. This will be useful if the shareholder decides to forego a statutory demand and, instead, files suit under Florida Statute section 607.1604. In that scenario, the company will be well-protected and may have an opportunity to recover its attorneys’ fees and costs for an improper document demand.

The take-away from our presentation? Don’t ignore the demand and get your counsel involved early so that you are ahead of the game on this issue. Click here for a link to the handouts.

Have you ever received a letter from a shareholder in your business demanding an inspection of the books and records of the company? If you never have, count yourself lucky.

Florida Law

That’s because Florida law provides a right for any shareholder to inspect the books and records of a company. Florida Statutes section 607.1602 gives a shareholder the right to inspect various categories of company books and records. The key to evaluating a request is to determine what is being requested. Florida law defines corporate records; not everything for which a shareholder demands an inspection must be provided.

Continue Reading “I demand an inspection of the books and records of the company!”

Experienced business leaders know how difficult and expensive it is to hire, train and retain good employees. It can take years of “on the job” training for an employee at any level to become master of their trade. Businesses invest thousands of hours and dollars in honing those skills and often do nothing to protect their most valuable asset, their people. You must take steps to protect your business up front; otherwise, former employees and contractors may be free to solicit your employees and customers or claim ownership or co-ownership in your intellectual property.

In over 30 years, I have received many calls from anxious clients regarding former employees. Do any of these statements sound familiar:

  • “What can I do, my office manager just took a job with another company and he/she is calling on all of my best employees/customers to jump ship?”
  • “What can I do, I assigned one of my employees to create a new marketing plan [product], he/she left and is claiming ownership.”
  • “What can I do? I hired a company to do [blank] for me, and now they’re using that same concept for my competitors.”

The Good News

Continue Reading Protect the Business You Built: Company-Wide Confidentiality and Non-Solicitation Agreements