Business and Tax Lawyer Blog

Former Lehman Bros. trader Lawrence McDonald told a University of North Florida audience last month that "the party is just getting started" in the legal fallout from the failure and Chapter 11 bankruptcy filing of the major Wall Street investment banking and securities brokerage firm.

McDonald, co-author of A Colossal Failure of Common Sense: The Inside Story of the Collapse of Lehman Brothers, said that regulators and prosecutors have already contacted many of the whistle-blowers who helped him write the book.

Lehman executives are potential targets for alleged accounting fraud prosecution in what the company called "Repo 105" transactions, an accounting loophole that allows a company to temporarily sell securities in order to move them off its balance sheets prior to the release of quarterly earnings, and then repurchase them after quarterly results are announced.

McDonald said that "Lehman Brothers told the world that they were in the moving business, not the storage business. They were wrong."

He places the blame for the collapse of Lehman squarely on the shoulders of top executives: "The collapse of Lehman Brothers comes down to one sentence: There were 24,992 people making money and eight guys losing it."

Making wise business decisions sometimes requires the help of savvy legal and tax counsel. If your company could use some assistance, contact our Jacksonville, Florida business and tax law firm.

People are beginning to prefer social media as a channel of communication and information.  This is also true with businesses. Social media can provide great benefits in reaching investors and customers.

This form of communication is becoming more important for businesses as it has become more important in society.  Ninety-three percent of United States citizens expect to interact through social media to find jobs, learn about consumer goods, and socialize.

Social media benefits various types of businesses, using business-to-business tools as well as business-to-consumer tools.  It is important to know which social network tools are more effective for different purposes.  For example, Twitter and Facebook may be more apt at reaching consumers, whereas Twitter and LinkedIn work well in reaching other businesses.

In contrast, social media can be detrimental if used improperly.  As a result, businesses should develop a social media policy.  In the absence of a well-considered policy, different business locations or divisions may project the wrong image and hurt the overall brand.  Also, if one business location uses a social network to distribute coupons, it should be clear whether the coupons are valid for that one location or all locations of the business.

Continue reading "Can Social Media Help Your Florida Business?" »

Discovery Plaza mall on the south side of Atlantic Boulevard in Jacksonville, Florida has added renewable energy sources to their power mix. The strip mall has installed two thirty foot high wind towers – called Windspires – and an array of solar collectors on the rooftops of two of the buildings. The alternative energy is used to power the common areas of the mall, like parking lot and security lights. Tenants still get their own electricity from traditional sources. While the Windspires are more noticeable, the ninety rooftop solar panels actually provide most of the energy to the mall.

In addition to providing clean energy, the Windspires have gotten the mall a lot of publicity, generating both attention and foot traffic for the mall's tenants. Some shoppers even believe that the Windspires were designed as a marketing ploy. Tenants at Discovery Plaza certainly don't mind the extra attention.

The towers were put up in late 2009 by Jacksonville, Florida based Erickson Energy, and cost about $15,000 each to build and install. Company president Frank Erickson said that the mall's main goal was to lower their energy bills. He estimated that the mall's investment would pay off in about four years.

Erickson is now benefitting from the buzz created by the Windspires. He will be opening a store in the mall to demonstrate alternative energy sources to homeowners and businesses in the area.

Read more about the alternative energy being used at Jacksonville's Discovery Plaza by visiting Wind towers, solar panels help power Jacksonville strip mall.

If you live in North Florida and have a business legal matter, please contact our Jacksonville, Florida law firm.

Any business owner, including franchisees and franchisors, knows how important it is to make the business more visible in order to attract more customers. An effective way to do this is through the use public relations. There are different approaches when it comes to public relations. On one hand, there are a variety of firms that cater to small businesses and franchises.  On the other hand, a savvy owner may follow the advice below to enhance their organization through their own efforts.

Work with news reporters. Instead of simply issuing press releases to the media, take the time to contact a local reporter and find out what they are seeking. If they are interested in a particular subject matter, you might be able to tailor your information accordingly to be more appealing. Not only does this increase the likelihood your information will be published or broadcasted, it also establishes credibility with the reporter and may lead to future opportunities. Also, be sure to learn about the reporter's publication. Reading some articles that they have authored and finding out who their target audience is will enable you to pitch to them more effectively.

Give money. Another way to enhance your business' public image is through donations. Many charitable community events offer special recognition for financial sponsors. In addition to raising awareness for your business, philanthropy also shows you care.

Host events and giveaway prizes. Events such as grand openings or open houses attract great attention from the public. It garners even more attention to have drawings for prizes. This will draw potential customers to your location. If you are not in a position to host an event alone, it may be possible to co-host with another organization.  Split the costs and share the benefit.

Continue reading "Exposure Through Public Relations" »

If you ask Florida business owners about the social media phenomenon, you will find out pretty quickly that social media is not just for teenagers and college students anymore. Businesses around the world and throughout Florida are embracing social media outlets like Twitter, Facebook, Flickr, and MySpace as a very effective way to meet and market to potential customers.

As tweets, posts and instant messages outpace email as the favorite method of communication, Florida Sunshine Law watchdogs are keeping a sharp eye on the social media sphere. They want to ensure that all public records remain public and that they can be tied back to the public official who generated them.

Just last year a large number of previously secret text messages sent between staff members of the Public Service Commission and Florida lobbyist groups came to light and were made public under the Sunshine Law. Florida Attorney General Bill McCollum has since announced that his office would keep a record of all Blackberry messages sent to or from state-owned phones. McCollum has also set up a task force to compile a report on which social media communication methods should be made part of the public record.

Read more about how business use of social media is affected by the Florida Sunshine Law at Businesses find Facebook, Twitter useful. 

If you live in the Jacksonville, Florida or Orlando, Florida area and have about social media and the law, please contact Wood, Atter & Wolf, P.A. for business legal counsel.

Due to a cooker malfunction at one of the company’s plants located in Paris, Texas, Campbell Soup. Co. has decided to recall 15 million pounds of SpaghettiOs with meatballs. Three varities have been recalled, each of which are highly consumed by children:  SpaghettiOs with Meatballs, SpaghettiOs  A to Z with Meatballs, and SpaghettiOs Fun Shapes with Meatballs (Cars).   The Agricultural Department announced the recall late Thursday afternoon on June 17.  Certain lots of the product manufactured back in 2008 are even being recalled, stated Campbell spokesman, Anthony Sanzio.  Although officials believe the cooker malfunctioned recently, they are not certain. 

Out of an abundance of caution, lots of the product manufactured from between December 2008 and June 10, which were distributed nationwide, were recalled. Presently on the market, the company believes there are 35,000 cases of SpaghettiOs subject to recall.  The USDA announced the 15 million pound recall because that is all of the product that has been produced since 2008; while most of it has likely been consumed, the Company has elected to move to address the issue.

To read more about this incident see 15 million pound SpaghettiOs recall.

Recalls can affect a business’ reputation, good will and customer sales.  Contact Wood, Atter & Wolf, P.A. to discuss how to protect your business in the event of such an incident.

CVS Caremark Co. and Walgreen Co. have settled a contract dispute, which, if left unresolved, would have prevented thousands of customers from getting their prescriptions filled at Walgreen. Walgreen has 7,500 outlets and is the largest U.S. drugstore chain operator. The two companies negotiated a multiyear deal but no terms were disclosed by either company. The partnership between CVS and Walgreen allows people whose prescription drugs benefits are handled by Caremark to be reimbursed for prescriptions filled at Walgreen’s pharmacies. Caremark contracts with employers and handles the drug benefit parts of their health plans, paying pharmacies to fill prescriptions. Caremark saves money by negotiating volume discounts.

On June 7th, Walgreen stated that it planned to end their relationship with CVS gradually. However, on June 9th, CVS Caremark said the company would exclude Walgreen from its network in a month. If this happened to be the outcome, starting July 9th, Walgreen customers whose prescriptions were managed by Caremark would have had to fill their prescriptions at stores (such as CVS, Kroger, or Safeway) if they wanted to be reimbursed for their drug costs.

The settled dispute between the two companies was a positive outcome. Kermit Crawford, executive vice president of pharmacy for Walgreen, said in a statement that, “the agreement makes good business sense … and assures choice and convenience [to customers].” Shares of both companies rose 3% the morning of June 18th.

To read more details about the settled dispute see CVS and Walgreen negotiate contract dispute.

If you are engaged in a contract dispute, contact Wood, Atter & Wolf, P.A. to negotiate a contract dispute your business may be dealing with. It is important to seek legal counsel to protect your interest and ensure future business.

The Beaver Street Enterprise Center is a small business incubator that opened its doors in Jacksonville, Florida in 2003. It was established by the nonprofit group, FreshMinistries, to nurture small businesses by providing entrepreneurs with reasonably priced office space, mentoring services and opportunities for networking with other business owners.

In the incubator’s first year, fifteen fledgling businesses provided jobs for sixty two Floridians. By 2007, the center’

s businesses provided almost five hundred jobs to Florida residents, most of them from Jacksonville. The total revenue produced by these businesses has grown to close to $10 million.

Successful businesses to come out of the incubator include A. Harold & Associates, Xeye, Inc., and a Burger King Franchisee who owns six Burger King stores. The University of North Florida’s Small Business Development Center also has a presence there. Most come for the $10 per square foot office rent, but stay for the networking and relationships. Entrepreneurs credit the center with providing them the focus they need to build their businesses, the contacts with other business owners who can provide guidance, and the opportunity to meet local bankers who can help finance their operations.

The Beaver Street Center is currently home to fifteen small business tenants, and has room for two more. The Center also supports fourteen home-based businesses with shared office space, equipment and training. In addition, the Jacksonville Hospitality Institute offers a nine-week course, held in the Center, which prepares students for a career in hotels or restaurants.

Find out more about this small business incubator at Jacksonville small businesses get chance to grow on Beaver Street.

If you live in the Jacksonville, Florida or Orlando, Florida area and run a small business, please contact Wood, Atter & Wolf, P.A. for business legal counsel.

Florida's Great Northwest is an economic development group that receives most of its funding from public sources. The group has claimed that it is exempt from Florida Sunshine laws, which require public entities in Florida to operate with transparency.

Other development groups in Florida also accept tax money, but claim exemption from the Sunshine Law, saying that the company negotiations they are involved in are very sensitive in nature. State Senator Don Gaetz and Representative Marti Coley have said that they will file legislation to clarify how the law applies to development groups who get their financing from both public and private sources. The legislation will seek to find a proper balance between transparency and privacy.

While Gaetz and Coley do not want to compromise sensitive negotiations, they believe that many functions of Florida's Great Northwest and other groups like it can be carried out in the sunshine without any negative effects on their businesses. The two have also asked Attorney General Bill McCollum for an opinion on whether Florida's Great Northwest should be subject to the Sunshine Law.

Florida's Great Northwest maintains that they are a private organization, not created by Florida statute that does not act on behalf of any state agencies, which means that they are not subject to the Sunshine Law. Read the full article at Bill may clarify Sunshine Law questions.

If you have any questions about how Florida statutes might affect your business, please contact Wood, Atter & Wolf, P.A. for legal counsel.

Turning an idea into reality, whether it's for a novel product or a unique business venture, may involve pitching to a firm with greater resources. Through this process, you can be exposed to serious risks. For example, the potential developer might misappropriate your secret by selling it to one of your competitors or may even begin manufacturing and marketing your invention as if it were their own. Because of this, it is necessary to first enter into a confidentiality agreement.

A confidentiality agreement is also known as a non-disclosure agreement and maintains the ownership of the information by preventing the recipient from disclosing valuable secrets or using them without authorization. The agreement works by providing the disclosing party with legal and/or equitable remedies. In the case of a breach, the disclosing party can sue for monetary damages or file for an injunction.

The specific terms of confidentially agreements vary, but usually address exactly what information is and is not intended to be confidential, how the receiving party may use the confidential information, and a time period for which confidentiality must be maintained.

If you are considering disclosing proprietary information to a developer or investor, it will be wise to first contact an attorney and discuss how a confidentially agreement can protect your secrets.

Recently, the Small Business Administration has proposed a new rule pertaining to the Business Development Program, which is intended to help underrepresented and disadvantaged small businesses obtain more opportunities to compete for federal contracts.

A study by the SBA found that women-owned small businesses in particular were unequally represented in 83 industries such as software publishing and wireless telecommunications carriers. Under the new rule, certain government contracts will be set-aside for WOSBs.

Under this proposed plan, businesses must first be certified to be eligible to compete for the set-aside contracts. To be certified, a business must be more than half owned by women and must be primarily managed by women. Also, the new rule has abolished the requirement that businesses demonstrate past discrimination to become certified. In addition, WOSBs will be able to receive certification from a third party or may self certify.

Law makers are accepting public comments on the proposed ruled until May 3, 2010 either at this web address or by mail to Dean Koppel, Assistant Director, Office of Policy and Research, Office of Government Contracting, U.S. Small Business Administration, 409 3^rd St. SW, Washington, D.C 204156, reference RIN 3245-AG06.

Venture capitalists are flocking to green-technology companies to get a cut of the action. Approximately $1.59 billion dollars have been sunk into environmentally-friendly corporations worldwide in the third quarter of 2009. These businesses are developing clean systems ranging from solar panels to electric vehicles.

The government is also investing heavily in these firms through loans, grants, and subsidies. Hopefully, this will become a trend as opposed to a flash in the pan undertaking. Clean technology now takes up around 27% of venture investment.

I, for one, welcome anything that could help loosen big oil's stranglehold on the energy market! It clearly makes sense to find new sources of energy as the world's supply of fossil fuels is being depleted at an alarming rate. Especially here in Florida, we also need to look at the impact we're having on the environment, more specifically our waterways and the Everglades!

How do you feel about green technology? Please post your comments or contact me to discuss!

Florida businesses, take heed: you must give the public notice of your fictitious name! Here is the notice on the Florida Department of State's home page:

NEW LAW! Effective July 1, 2009, the intention to register a fictitious name must be advertised at least once in a newspaper in the county in which the principal place of business will be located. Contact your newspaper for advertising information.

What does this mean? As of July 1, 2009, you will be required to advertise your intent to register your Fictitious Name. Under the Fictitious Name Act (F.S. Title 46 Ch. 865.09), all persons transacting business under any name other than their legal name is required to register this fictitious name. However, actively licensed attorneys and those persons licensed by the Department of Business and Professional Regulation and the Department of Health are not subject to this requirement if it is for the purpose of practicing their licensed profession. Also, any commercial entity, corporation, partnership that is actively registered with the Department of State is exempt from registration under the Fictitious Name Act.

Complying with the new law is easy. A person wishing to register a Fictitious Name need only to advertise the intention to register the name in a newspaper at least once in the county where the principle place of business of the applicant will be located. No proof of advertisement is necessary; the applicant will only be ask to certify that he or she has complied with the advertisement requirement. The applicant can then register the Fictitious Name and pay the registration fees online at www.sunbiz.org. Registration is valid for five years unless the business changes owners or the owner wishes to cancel the registration. Re-registrations, Cancellations and Renewals cannot be filed online; the forms must be filed by mailing them along with the appropriate fees to the Division of Corporations.

Failure to comply with the registration requirement is a misdemeanor of the second degree and is punishable as such (F.S Title 46 Ch. 775.082 or 775.083). Additionally, if a business fails to comply with registration, the business, its members, and those interested in doing such business may not maintain any action, suit, or proceeding in any court in Florida arising out of the transaction of business by such a business until they have complied with the registration requirement. Further questions can be answered by attorneys familiar with Florida business law.

More than ever, American franchises are contemplating foreign expansion as possibilities in the United States remain stagnant. The two most populous nations in the world, China and India, are key areas for growth and feature rapidly-flourishing intermediate consumer bases.

McDonald's has long been exemplary in terms of its global franchise model. In 2009, McDonald's opened just 53 new restaurants in the U.S., whereas internationally, it opened 286 new locations. This isn't simply an aberration, but has been the trend for the last couple of years. Meanwhile, McDonald's global sales have jumped 7.2%!

The reluctance of U.S. lenders to issue loans has hurt American franchising, but abroad, third-party investors are frequently willing to back projects financially. This becomes a mutually advantageous relationship as foreign investors reap the benefits of well-established, clearly defined American brands. People instantly recognize those double arches! In light of such symbiosis, international markets are ripe for development and can support sustainable growth.

How can your business grow in these challenging economic times? Want more tips and strategies? I do too. That's why I count on my business and franchising experts, Alpha Growth Strategies. I work closely with them to give my clients the edge in business development.

In a recent court case, a Florida woman, identified only as Ms. Meyers, sued her former employer, Central Florida Investments (CFI), claiming that she was sexually harassed by the firm's CEO, David Siegel over a period of five years. During the time that she was allegedly being harassed by Mr. Siegel, he reportedly offered her boyfriend one million dollars in exchange for allowing Mr. Siegel to spend the night with Ms. Meyers.

Ms. Meyers further claimed that Mr. Siegel's harassment included inappropriate touching, whether they were alone together or if there were other employees present. When she complained to other executives, they did nothing to help her, and she was eventually fired in 2000. The jury in the case awarded Ms. Meyers one year's salary in compensatory damages ($102,223), and over five hundred thousand dollars in punitive damages against both Siegel and CFI. The decision was upheld as "reasonable" on appeal. Read more details of the case at Florida Employment Harassment Case "Out of a Bad Movie."

CFI executives' response to Ms. Meyers' allegations put their company at risk. So, what should have happened? Companies should establish a policy for handling complaints of sexual harassment and should ensure that the policy is enforced - from implementing a proper and immediate investigation through remedial action. The accused should be given sufficient detail about the complaint and provided an opportunity to respond. Confidentiality should be maintained to protect both the accuser and the accused from adverse workplace and personal consequences. Executives should ensure that any negative action toward the accuser is reviewed to ensure that it is not done (or could be perceived to be done) in retaliation for bringing the complaint. Employers should also consider whether the investigation should be handled by a qualified outside party to ensure fairness to the accused and the accuser as well as to provide evidence of the company's desire to handle claims of harassment in a fair and timely manner.

If you live in the Jacksonville, Florida or Orlando, Florida area and have been the subject of sexual harassment or are an executive with a company faced with a claim of sexual harassment, please contact our firm, Wood, Atter & Wolf, P.A., for business legal counsel.

NASA chief Charles Bolden has announced that he will actively try to attract commercial space operators to Cape Canaveral. The so-called "space taxis" would be able to take advantage of the processing and launch facilities already in place in Florida's Kennedy Space Center. Bolden said his pitch to the commercial enterprises would be that they could save money and time by using existing infrastructure instead of building their own. He also indicated that NASA would help commercial operators modify existing infrastructure for their needs.

Kennedy Space Center director, Robert Cabana, has already said that NASA will begin upgrading its existing facilities in order to attract a private space company. The Constellation Moon project was originally slated to use the center's vehicle assembly building, hangars, and cargo bays, but the new budget constraints have prompted NASA to cut the program, leaving those assets unused. The same budget is allowing NASA to spend two billion dollars over five years to modernize the facilities.

The announcement may be good news for Florida workers employed at the space center, who were likely to lose their jobs when the space shuttle program is retired later this year. It will also be good for Florida's economy to attract large businesses to the area. Find out more about this story at Bolden: Florida should be home of private spaceflight.

If you live in the Jacksonville, Florida or Orlando, Florida area and have a business legal matter, please contact our firm, Wood, Atter & Wolf, P.A., for business legal counsel.

Florida horse and dog tracks have had a hard time competing with Seminole Indian casinos. Casinos are still the only place a Florida resident can play traditional blackjack, but the track owners have persuaded the state of Florida to allow them to offer electronic blackjack to their gamblers.

The virtual blackjack game does not feature a real dealer and a green felt table, but it does offer starting bets as low as $3; the Seminole casinos start at a $10 minimum. Another major difference between the two games is the fact that the cards dealt in electronic blackjack are generated completely at random, which convinced the state to consider the games equivalent to slot machines and allow them at racetracks.

The casinos have been criticized for continuing to offer real blackjack, ever since a 2007 pact with Florida Governor Charlie Christ that allowed them to offer blackjack was invalidated by the courts. Florida Attorney General Bill McCollum has gone so far as to request that federal authorities step in to prevent the casinos from offering any so-called "banked" games. The tribe points to the licensing of blackjack at the racetracks as a clear signal that they are allowed to offer blackjack as well. Federal regulators are still looking into the issue.

In the meantime, Florida blackjack players have their choice of the real thing or the electronic version. Find out more about this story at South Florida parimutuels bet on virtual blackjack machines.

In these difficult times even non-traditional businesses such as casinos, racetracks and others in the gaming industry have hurdles to overcome in attracting a dwindling share of the market. Businesses becoming increasingly creative in securing that market share should seek legal advice to ensure that those expanded activities are in compliance with the law.

If you live in the Jacksonville, Florida or Orlando, Florida area and have a business legal matter, please contact our firm, Wood, Atter & Wolf, P.A., for business legal counsel.

Goldman Sachs Group, Inc. is currently doing damage control after learning that one of its former computer programmers, Sergey Aleynikov, allegedly made off with highly sensitive computer code comprising Goldman Sachs' latest trading model. A trading model consists of a series of algorithms that temporally optimize risk. The model dictates investment strategy and transactions are made accordingly. This entire process is referred to as automated trading.

A trading model constitutes key intellectual property and enables investors to make moves more quickly than more traditional means. Automated trading has become more and more popular as it has yielded huge profits for investment banks. Higher levels of speed and volume confer a considerable competitive edge, so banks seek to create models that execute trades as quickly as possible. Million dollar transactions can take place less than a second!

What's surprising about Goldman Sachs' predicament is that the theft was allegedly perpetrated by a programmer, and not a high-level trader. In addition, Aleynikov is accused of stealing actual computer code as opposed to memorizing the platform and drafting a new, copycat version. This indicates that companies must identify potential leaks from every angle and take a variety of precautions.

I wonder if Goldman Sachs had confidentiality agreements with its employees. With rogue former employees like Aleynikov, it may not have made a difference, since he probably doesn't have the assets to compensate Goldman Sachs for their financial losses and business advantages. I also wonder if there were non-compete agreements in place, preventing former employees from running off to work for a competitor, or start their own business. Furthermore, I wonder how much of Goldman Sachs' information could have been protected under trade secret laws, where minimizing the exposure of these secrets to employees would offer them the best protection.

Are you a business whose assets are in intellectual property? Do you have special skills, customer lists, or processes you don't want your competitors to have? An intellectual property lawyer with a strong foundation in business law can help you cover all your bases!

51 of your local Florida Winn-Dixie grocery stores have been remodeled not only on the inside, but the signs outside will be changing as well. The Jacksonville, Florida-based supermarket chain has announced that it is creating a new brand called Fresh Checked Every Day to accompany the renovations. Many of the revamped stores are located in Duval County.

Winn-Dixie currently has about a 13.3% share of the Florida grocery market, behind both Publix and Walmart. The new remodeling plan is a substantial investment, especially considering the fact that Winn-Dixie filed for bankruptcy in 2005. Some of the major changes include larger produce departments, custom sub shops, and greater selections of natural and organic foods.

While it is important to reach different demographics and appeal to a wide consumer base, a business should be careful not to cause brand dilution. For instance, Food Lion, a Mid-Atlantic grocery chain, recently spun off two new brands: Bottom Dollar and Bloom. As a result, customers now suffer some confusion as to Food Lion's identity.

Building a brand image is a long process that takes years and it shouldn't be tarnished by adding sub brands haphazardly! The key to bigger and better business is a strategic growth scheme. Consult a franchise attorney to find out where, when, and how you should expand!

The current proliferation of social-networking sites has been nothing short of astonishing! The two hottest sites at the moment, Facebook and Twitter, have 200+ million, and 12+ million users, respectively!

Facebook is a profile-based system, where users can post individual information, add friends, and communicate with them in a variety of ways. Twitter features the ability to tweet, which is an instant announcement to the world as to what you're up to, in 160 characters or less. Several Jacksonville businesses are capitalizing on Twitter's popularity and are utilizing the site to reach countless new customers by posting the latest, most up to date information regarding their products and services. Twitter may serve as an effective means for targeted advertising, particularly to younger clientele.

My advice for you professionals out there: don't mix business with pleasure! Sure, it's hilarious to show the world your candid camera moments at your brother's bachelor party, but your clients might not appreciate your rock star persona. At the same time, if all you tweet about is the N'th hour you have been slaving away at your desk, your social circle might start to look more like a pinhole.

The solution is to create two profiles: one for business, and one for pleasure. Compare the Facebook page I created for business, in addition to my original personal one. If you are so inclined, compare my business Twitter page with my personal page.

One of the keys to the popularity of these sites is free, virtually unrestricted access. This technology is not only burgeoning in the United States, but is veritably global. Media outlets like CNN are even relying on Twitter for breaking news!

It is vital for businesses to be adaptive and maximize their exposure through dynamic new technology. Customers cannot visit your business unless they know where to look! Where can I find you? Visit my Facebook and Twitter profiles, and leave me a note!

In the course of business, you may often receive emails that are punctuated at the end with a disclaimer that reads as follows: "The contents of this email are intended for the aforementioned recipient and are confidential." But are these messages effective in protecting your valuable business information and trade secrets?

The general answer is that such disclaimers do not protect anything. The reason behind this is that a disclaimer does not create a legally binding contract. For an agreement to be enforceable, all parties involved must agree to the terms. A disclaimer is nothing more than a warning from one party to the other. And besides, what good does the disclaimer do after the entire body has been read?

To protect your confidential information, avoid sending it though email. Instead, send the data through the regular postal service and package it in a box or envelope bearing a "confidential" or "classified information" stamp. If it is absolutely necessary to send the information through email, then place a disclaimer at the very beginning of the message. In this manner, if an unintended recipient receives it, they will not have to read the entire message to realize it is confidential.

In 2008, a California appeals court decided that even if a patient is harmed by a manufacturer of a generic drug for failing to warn consumers of possible side effects, the manufacturer of the brand name equivalent could still be liable for negligent misrepresentation.

In Conte v. Wyeth, Inc., the plaintiff, Elizabeth Conte, was prescribed Reglan for acid reflux. The generic equivalent is metoclopramide. After using the generic version of the drug for four years, she developed tardive dyskinesia, a neurological disorder. The condition is associated with tremors and involuntary twitches. Judge Peter Siggins reasoned that name-brand drug manufacturers know or should know that doctors would prescribe the generic equivalents, and the brand name manufacturers thus must educate doctors and consumers about possible side effects of the drugs, regardless of which version is ultimately prescribed.

It is important to note that the manufacturers of the generic drugs are not absolved. They simply now share liability with their brand-name competitors.

Wood, Atter & Wolf recently hosted an exhibit at the 2009 Business & Career Expo, hosted by the Jacksonville Regional Chamber of Commerce at the Prime Osborn Convention Center. Admission was FREE to the public!

We showcased Trademark and Franchise law with Alpha Growth Strategies, who are experts in business development and franchising. Together, we featured legal and business consultations regarding trademark registration, licensing, and business/franchise evaluations.

The Expo featured 250 exhibits, and attracted over 1500 people. For more information on next year's event, contact us.

Not all states see non-competition agreements through the same eyes. Here in Florida, as long as the agreement's restrictions are reasonable, the contract is enforceable.

Some states are much stricter. For example, Texas and Georgia courts make it very difficult to enforce covenants not to compete.

Most notably, California totally voids non-compete agreements between employers and employees, pursuant to Cal. Bus. & Prof. Code § 16600-16607.

If you need a non-compete agreement drafted, or if you have questions about an existing agreement, first check the terms of the contract to see if it mentions the state in which disputes are to be brought. If the contract is silent on that issue, contact an attorney in the state where the parties signed the agreement, or where the breach occurred.

Non-compete agreements (also called "non-competition agreements" or "covenants not to compete") are contracts wherein employers protect themselves from unfair competition, usually by former employees.

From my office in Jacksonville, Florida, there are times when a client will bring in one of these contracts, only to find out that the contract has to be enforced through the courts and laws of another state.

An excellent resource on where to begin when such an issue arises is to refer to Covenants Not To Compete, A State-by-State Survey (5th Ed.), Brian M. Malsberger, Ed. ABA Section of Labor & Employment Law (BNA Books 2006). Target.com writes a detailed description of the book.

I recently presented my seminar, "From Emblems to Empires: Using Trademarks to Promote, Protect, and Produce Business." The audience were the members of IMPACTJax, a young professionals' group that is part of the Jacksonville Regional Chamber of Commerce.

I discussed the importance of promoting a business name by building a brand name. The goodwill and reputation should then be protected through trademark or patent registration. Only then can defensive and offensive strategies have any teeth against potential infringers. Once a business achieves a level of success with those trademarked or patented assets, I explain why franchising the operation is among other options for expanding the business. In the alternative, for entrepreneurs interested in minimizing the risk of owning a business, I also discuss the advantages of buying a franchise.

Couldn't make it to the original presentation? Contact me to see when this seminar will be presented at a venue near you.

Newly appointed Under Secretary of Commerce for Intellectual Property and Director of the United States Patent and Trademark Office David Kappos has wasted no time in getting down to business in his new post. Mr. Kappos has moved to cancel a hotly contested regulations package under consideration.

The so-called Continuation Rule, Request for Continuing Examination Rule, and Claims Rule were all supported by the previous USPTO administration. These provisions placed caps on the number of continuing applications and RCEs per parent application, and the number of independent/total claims in an application.

I'm glad to see that these rules will not take effect because they limit an inventor's options during patent prosecution and reduce the protection he or she can secure. Why impede technological progress for minimal gains in USPTO efficiency? Mr. Kappos clearly made the right play here!

Consult a patent attorney to find out the exact boundaries of current patent law!