Category Archives: Updates

Law Firms’ Grueling Hours Are Turning Defectors into Competitors

Joan C. Williams

In this latest flurry of debate about working long hours, some have intimated that overwork is inevitable in highly competitive industries such as law, finance, and high tech.

But that’s just not true.

We’ve all heard by now that productivity decreases with overwork, while attrition and health care costs increase. What you may not have heard is that businesses who drive people relentlessly create competitors who poach top talent by offering a more humane way to work.

Click to Read More Source: This article has been curated from Harvard Business Review and can be found at https://hbr.org/2015/08/law-firms-grueling-hours-are-turning-defectors-into-competitors


On the Sokol/Berkshire/Lubrizol Facts: Would You Pay Severance?

By Jonathan K. Hustis

The Facts. The business news in the first week of April was full of public allegations against Berkshire Hathaway executive David Sokol. Mr. Sokol publicly admitted, while resigning from positions with Berkshire Hathaway, that he had purchased Lubrizol stock shortly before that company was purchased by Berkshire Hathaway. Mr. Sokol admits that soon after buying Lubrizol shares he suggested the acquisition of the Lubrizol company to Berkshire chairman Warren Buffet.



Click here to read this Article written by Jonathan K. Hustis


Using a Residuals Clause In a Nondisclosure Agreement

by Jonathan K. Hustis

Your client wants to look at confidential information from a prospective business partner or acquisition target and has been asked to sign a nondisclosure agreement. Before you sign and receive any confidential information, why should you consider using a “residuals clause” and other measures to protect your client?



Click here to read this Dallas Bar Association Article written by Jonathan K. Hustis




Legal Land Mines in Starting a Business

Jonathan K. Hustis

With a challenging economy resulting in high unemployment and corporate consolidation, many business leaders consider now the perfect time to launch a new venture.

DBJ: What are some of the most important legal issues entrepreneurs need to tackle when starting a business?

Determining who owns the business is important when more than one person is involved in the startup. Business ownership issues arise when there is no structured discussion and documentation of ownership interests. One person may contribute cash, while another brings in a revenue-producing consulting project. Others may contribute labor, expertise, new ideas, industry contacts, etc. What are these things worth? What do these people get in return? Disagreements even occur about whether someone has any ownership at all. The solution is to sit down and document a legal ownership structure. This helps entrepreneurs focus on business success when they need to, and avoids unnecessary squabbling.

Who owns assets used in the business also raises issues. Independent contractors may perform development and creative services, providing critically important intellectual property to the business. Without appropriate written agreements, ownership of these works remains with the independent contractor, not with the business. This can be catastrophic when investigation by a potential investor, strategic alliance or merger partner uncovers defects in ownership. Avoid this problem by using standard and customized written agreements with contractors to place ownership of intellectual property with the hiring business.

“Who has what authority?” is also an important issue. The authority to hire and fire, to buy and sell, to borrow and lend — all of these should be discussed early and can be established legally in business formation documents such as bylaws, ownership agreements and employment contracts.

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Foreign Outposts For U.S. Companies: Avoiding Costly Mistakes Before Hiring Internationally

by Kristen Geyer

Companies that have an international growth strategy may want to establish a small local presence (e.g., customer service or local sales representative) without opening an office in a particular country. Companies taking this step may have a specific client need for local support in a country where they have no permanent office, or may be testing the waters before deciding whether it makes sense to invest in one or more foreign offices. In either case, the company will want to take steps at the start of this process to avoid unintentional and costly application of foreign law and triggering foreign tax obligations.

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The Changing Landscape of Covenants Not to Compete In Texas by Dale Head

by Dale Head

On April 9, 2010, the Texas Supreme Court granted review in the case of Marsh USA Inc. v. Cook (discussed below). The Marsh case involves a covenant not to compete and may once again alter the legal landscape for Texas employers and employees for so-called “nocompete” covenants.

Much has changed recently and many existing and long-standing non-competition covenants or agreements, once thought to be unenforceable and/or vulnerable to attack, may (or may not) be valid and enforceable under these new Court cases

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Leasing Process in Economic Climate

by Brent R. Somers

A frustrated attorney for a tenant mired in drawn-out negotiations once lamented, “apparently, the only thing missing from this lease is a clause making sure we keep paying the rent after the end of the world!”

Sarcasm aside, this illustrates how most commercial lease forms – drafted, tweaked and stuffed with goodies over the years by well-meaning attorneys – are overbearing documents often leading to difficult,costly and time-consuming negotiations. Whether dealing with an office building or a retail center, is it all really necessary?

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Software Licenses in Light of Cincom Case Newsletter

by Jonathan Hustis
What you need to know about the 2009 Cincom case

The software user was liable for damages of $459,530, the same amount it already had paid to license the software.

In Cincom Systems, Inc. v. Novelis Corp., a federal Court of Appeals ruled that the software user Novelis was liable to pay the software vendor Cincom $459,530.00, effectively paying the vendor twice for the same software. Novelis thought that the licenses had been fully paid when it bought them in 1989. But the software vendor Cincom sued Novelis anyway.

Cincom claimed that restructuring several commonly owned Novelis companies triggered a new license fee requirement. The federal Court of Appeals agreed with Cincom, that Novelis would have to pay the license fees again, because of the internal restructuring.

Click here for link to case. Here are some key facts, and some ideas about what to think about as a result of the Cincom case.

Facts

1989 License Installation and Terms

In 1989, the vendor Cincom licensed its software to Alcan Ohio, who installed it in a New York plant. The agreement prohibited a transfer of the license without Cincom’s prior approval.

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Retail Tenants Might Find Relief in Lease Concessions

by Brent Somers

The article offers advice to retail tenants on finding relief in lease concessions through partnership with the landlord. Tips on approaching a landlord about lease concessions include the presentation of an organized cash flow analysis, business projections and sales trend breakdowns, keeping the confidential nature of discussions with the landlord, and consideration of non-financial concessions. Another important move is to seek the advice of a qualified legal counsel to get a presentation in order.

Published in the Fort Worth Business Press on June 8, 2009

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