Business and Tax Lawyer Blog

If you are a Florida employer, you need to know both the state and federal laws that govern a company's relationship with its employees. Some key considerations are:

At-Will Employment – Florida employees are considered to be "at will", and can be terminated for any legal reason; but there are many exceptions to this rule. Florida employees who have employment contracts are not considered "at will" employees, and can only be fired for reasons outlined in the contract.

Workplace Safety – even though Florida repealed its Occupational Safety and Health Act in 2000, employers must still provide a work environment that is free of known hazards that result in serious injury or death.

Workplace Injury – in Florida, injured employees receive automatic compensation benefits for on-the-job injuries, which are considered to be the exclusive remedy against the employer, even in the event of employer negligence.

Discrimination/Wrongful Termination – Florida employers are not allowed to terminate or discriminate against employees on the basis of race, age, sex, religion, national origin, disability or pregnancy.

There are many other Florida employment-related regulations that employers need to follow, including some governing pre- and post-employment behavior.

For more information on Florida employment law, contact Wood, Atter & Wolf, P.A., a Jacksonville, Florida business and tax law firm.

Yelp is a popular web site that allows guests to post opinions about fifteen million small local businesses nationwide, such as restaurants, shops and service providers. Several small business owners recently filed suit against the company, saying that they have been pressured to buy advertising on the site in exchange for removing negative reviews.

At least three law suits have been filed in 2010 by a dozen or more companies claiming that Yelp manipulates reviews based on whether a business is an advertiser on the site or not. One of the suits was filed by Cats & Dogs Animal Hospital in Long Beach California, and alleges outright extortion; that suit has been joined by nine more companies.

The owner of the hospital says that after he received some negative reviews on the site, he began receiving calls from sales representatives saying that if he became an advertiser they would allow him to remove negative reviews and choose the order in which the reviews were shown. Other companies involved in the suit allege that Yelp sales representatives told them that they could alter review listings to help their own clients and harm those who were not clients. The other two suits make similar allegations; all three are seeking class action status.

Yelp denies the claims, saying that the companies involved do not understand how their site works. He said that reviews are automatically filtered according to reliability and may be removed if they are suspected to be written by the company's owner or by a competitor seeking to do harm. Advertisers are allowed to select one review to feature at the top of their page. He further stated that sales representative have no ability to manipulate reviews.

Read more about the lawsuit at Review Site Yelp Under Fire In Business' Lawsuits.

Continue reading "Popular Opinion Website, Yelp, Sued by Several Small Business Owners" »

As one of the largest markets in the U.S. for commercial real estate loans, Florida is at risk of significant financial losses if commercial foreclosure forecasts prove correct, says one Jacksonville business and tax attorney.

Florida Attorney General Bill McCollum has put the Florida state legislature on notice that they need to act quickly to avert the potentially devastating consequences of predicted commercial foreclosures.

In a letter to Florida House Speaker Larry Cretul, McCollum noted that while the Florida residential foreclosure crisis has been top-of-mind throughout the state, commercial foreclosures may have an "even greater potential to negatively impact the state and national economies...In anticipation of this crisis, the Legislature may wish to review current Florida law and the finding of the Congressional Oversight Panel."

In February, the Congressional Oversight Panel released its Commercial Real Estate Losses and the Risk to Financial Stability report, which cited numerous troubling trends: rising vacancy rates, falling property prices and rising commercial real estate loan delinquency rates.

McCollum said that other states have already enacted laws that could ease the pain of commercial foreclosures, and that legislators should consider similar measures for Florida.

Continue reading "Potential for Florida Commercial Foreclosure Crisis Looms Large" »

Armor Holdings started out making bullet proof vests in Yulee, Florida and grew within fifteen years to a large multinational company with sales of $2.4 billion. It was twice named by Forbes Magazine as one of the nation's fastest growing companies, and was sold in 2007 for $4.5 billion.

Despite the outward appearance of success, FBI investigators are now saying that prior to the 2007 sale, company executives engaged in illegal exports, bribery, kickbacks, and sale of faulty equipment to the military. The investigation got underway when an Armor Holdings executive who was charged with various crimes agreed to work with the FBI and helped the agency gather evidence that led to the arrest of twenty two other executives, including a former president and former CEO of Armor Holdings.

Richard T. Bistrong of Ponte Vedra Beach, Florida was formerly the vice president of international sales for Armor Holdings, and to date is the only individual who has been charged with wrongdoing while at the company. He is the executive who aided the FBI in its investigation. As part of the investigation, Bistrong met with several military and law enforcement supply executives and asked them to add kickbacks to proffered contracts. Twenty-two others allegedly agreed to the deals as well.

The arrests and charges represent the first under the Foreign Corrupt Practices Act, which went into effect in 1977. The law forbids Americans from making payments to foreign officials in exchange for favorable treatment. Find out more about this story at Jacksonville company's shady dealings spanned globe, authorities say.

If you live in North Florida and have a business legal matter, please contact our Wood, Atter & Wolf, P.A.

The worst employment outlook in years, combined with increasing frequency and thoroughness of employment background checks, has led to an increase in the number of job-seekers looking to legally clear their criminal past from their records. The state of Florida sealed and expunged almost 15,000 records in the last fiscal year, an increase of 43% over the previous year. Other states are reporting similar increases these types of requests. New businesses have sprung up to help people clear their criminal histories, and states have passed new laws to speed the process.

Background checks have become cheaper and easier since 9/11. More than 80% of employers performed some type of background check in 2006, up from 50% in 1998. And with an unemployment rate reaching 10%, businesses can afford to be very picky about whom they hire. But if a misdemeanor follows a person around for decades, preventing them from getting work, many judges and lawmakers have come to believe that the punishment no longer fits the crime.

Many times, the bad mark on a person’s record is as seemingly harmless as a decades old arrest and conviction on a misdemeanor charge. Many people believe that once they go to court and pay the fine, the matter is over. But a criminal background check will turn up the charges, and could disqualify such people for employment – especially if they “lied” on their application by not including the arrest.

In many states, felonies cannot be removed from a person’s record, but minor infractions can. This would allow them to legally claim that they have never been arrested or convicted of a crime. Records in this case may be shredded or sealed, but may actually still be accessible by police or schools in the future. But receiving an expungement may not be foolproof. Arrest details and mug shots may live forever on the internet, and data-harvesting companies that sell criminal record information to businesses are not legally required to erase expunged records. You can read an in-depth article on this subject at More Job Seekers Scramble To Erase Their Criminal Past .

If you have a business or employment legal issue, please contact Wood, Atter & Wolf, P.A. for legal counsel.

Pinellas County, Florida has organized EnviroBusiness hazardous waste collection days, offered solely to businesses. Business owners can pay waste contractors directly, but take advantage of the county’s contracted prices. While any business can drop off electronics, there are special requirements for chemical disposal. Medical waste and explosives may not be disposed of under this program. More details and the 2010 dates for collection days are available at Pinellas County Biz Waste Website.

It is important for business owners to dispose of hazardous waste properly. Hazardous items should not be put out with the regular garbage, poured down street drains, or otherwise improperly disposed of; improper disposal is a violation of Florida law. Legal and appropriate hazardous waste management reduces a business’ liability for clean-ups, can lower insurance premiums and will ensure employees are not knowingly exposed to hazards.

Hazardous waste can include: TVs, computers and monitors, office equipment, cell phones, batteries, light bulbs, cleaners, paints and solvents, and printing chemicals. Many of these items can be disposed of for no charge or for a nominal fee. Read more about the Pinellas County, Florida EnviroBusiness Hazardous Waste Collection day by going to EnviroBusiness waste collection set.

Please contact Wood, Atter & Wolf, P.A. for legal counsel in any business law matter.

US District Judge John F. Keenan in Manhattan granted a request by Merck pharmaceuticals for a summary judgment in a product liability case concerning their osteoporosis drug, Fosamax. The case was brought by 74-year-old Bessie Flemings of Mississippi, who claimed she developed osteonecrosis from taking the drug. Osteonecrosis is a bone condition where the bone in the jaw dies and can fracture. The judge determined that Ms. Flemings did not present reliable evidence supporting her claim. Ms Flemings plans to appeal the judge’s decision.

Last September the first of the three so-called bellwether cases concerning Fosamax was declared a mistrial after jurors deadlocked. It has not been rescheduled. That case was brought by 71year old Shirley Boles of Florida. Nationally, Merck is facing nearly one thousand state and federal suits alleging that Fosamax causes osteonecrosis. The company has set aside $100 million for legal fees.

Fosamax used to bring in more than $3 billion in sales for Merck each year, making it one of the company’s best-selling drugs. However, the availability of generic equivalents after the patent protection expired in 2008 has significantly reduced sales. Find out more about these cases at Merck Wins Dismissal of Fosamax Case Set for Trial.

Products liability is a complex matter that requires the services of an experienced business law attorney. If you are involved in such a matter, please contact Wood, Atter & Wolf, P.A. for legal counsel.

Philip Morris USA is the largest tobacco company in the US. The company recently lost a lawsuit brought by a Florida woman with emphysema. A jury in a Broward County, Florida court found in favor of the plaintiff, Lucinda Naugle, and awarded her compensatory damages of $56 million and punitive damages of $244 million.

The lawsuit was made possible by a Florida Supreme Court decision in 2006 that de-certified a class action suit, allowing individuals to file their own suits against the company. In that decision, the supreme court specifically allowed plaintiffs to introduce factual determinations from the original class action case as established fact in their own cases. Ms. Naugle’s award is the largest stemming from the Supreme Court decision.

Ms. Naugle, now 61 years old, stated that she started smoking at the age of 20, and gave it up at the age of 45. The jury did find Ms. Naugle 10% at fault, meaning that Philip Morris must pay only 90% of the compensatory damages. Philip Morris plans to seek further review of the verdict, saying that the verdict was affected by erroneous rulings by the judge in the case. Find out more about this large Florida verdict against a tobacco company at Philip Morris Must Pay Smoker Almost $300 Million, Jury Says.

If you have questions about business law please contact Wood, Atter & Wolf, P.A. for 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.

Government researchers say that the red snapper, which is concentrated near the Jacksonville coastline, is dangerously overfished and that the species is nearing collapse. Because of their report, the South Atlantic Fishery Management Council has imposed a no-catch zone that makes fishing for any fish species illegal in order to prevent red snapper from being caught accidentally.

While a government official has said that controlling fishing near Jacksonville is essential, the ban is sure to hurt business for local fishermen. Commercial fishing interests in North Florida and South Georgia are expected to lose millions of dollars due to the closure.

A temporary, stopgap ban has been in effect for two months while the Council develops its final restrictions. That measure has already had a profound effect on local businesses. Charter boat operator Becky Hogan testified before the Council, saying that her first quarter earnings have fallen from $62,000 to just over $1000. Other fishermen also testified that the ban is putting them out of business.

Council members are continuing to attempt to appease fishermen; a recent change has shrunk the proposed area of the ban, but only off the coast of South Carolina. Read more about the red snapper fishing ban off the coast of Florida at No-fish zone change won’t help Florida, Georgia anglers.

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

A ten year anniversary news series was enough to finally convince a business owner to speak out about a fire at his warehouse that killed 6 firefighters in 1999. Tony Kwan said in a new interview that the Fire Department inspected the Worcester Cold Storage and Warehouse Co. building only a few days prior to the blaze, and found it safe and secure. He has provided a copy of their report to the local newspaper, the Worcester Telegram & Gazette, which is running the series.

He also said that he prays twice a day for the men who were killed, but he does not feel personally guilty because he met all the requirements for keeping the building safe. Even so, he took the settlement from the insurance company and split it among four widows of the deceased firemen to settle a civil suit they filed against him.

An investigation of the fire found that it was started by some homeless people who broke into the building and knocked over a candle they were using. The laws in Massachusetts for securing abandoned buildings have become much stricter since 1999, including requiring stronger barriers to keep out intruders. Mr. Kwan reports that he follows the new, stricter laws that are now in effect as well.

Mr. Kwan discusses the reasons for his ten year silence as well as the settlement in the civil lawsuit in greater detail at Owner prays for dead; says building was secured.

Building owners have a legal responsibility to make sure that any property they own is secure. If you need guidance in understanding Florida building codes, please contact Wood, Atter & Wolf, P.A. for legal counsel.

Most business owners know that they need property and liability insurance. But what would happen if your place of business suffered an accident that kept you out of business for some time? You could continue to owe salaries and rent while you are trying to get back in business.

The insurance that covers you for these costs is called business-interruption insurance, and many business owners don't realize what a mistake it is not to have it until it is too late. Entrepreneurs need to make sure that they are informed and careful when purchasing insurance, not just buy the insurance required by the terms of their lease.

Before picking out insurance, it is important to pick out a qualified and trustworthy insurance agent. One way to determine which insurance agent to select - ask a trusted fellow business owner with similar needs and risks. Once you have selected a few agents you like, ask them for bids. If you're grossing less than $3 million, you will probably end up with a business owner's policy (BOP), which bundles a set of policies and allows you to add to it as needed.

If you have more than a few employees, there are four policies you can't do without: workers' compensation, property insurance, general liability insurance, and business interruption insurance. To read more about how to make business insurance decisions, visit Buying the Best Insurance for Your Business.

If you are a small or medium business owner, please contact Wood, Atter & Wolf, P.A. for legal counsel.

The luxury Epic Hotel in Miami, Florida was the site of a Legionnaire's Disease outbreak recently. Four people were reportedly made ill and one person died from the bacterial infection. The bacteria is said to have gotten in to the hotel via the water system, but the Miami-Dade County Health Department is still investigating the outbreak.

An advisory was placed on the hotel to keep guests out; the hotel management company was ordered to upgrade their water filtration system and clean out their water supply before the advisory would be lifted. They were able to do so and reopened within a few days. It has not been proven whether the hotel was in any way responsible for the outbreak.

Legionnaire's Disease is an acute respiratory infection caused by Legionella bacteria. It is typically water borne, and cannot be passed from person to person. Symptoms include chest pain, coughing up blood, fever, gastrointestinal symptoms, headache, joint pain, lack of energy, muscle aches, chills and shortness of breath. Older people and those with poor lung capacity or compromised immune systems are more likely to die from the disease.

Read more about the Legionnaire's Disease outbreak at Virus Outbreak Comes To An End At Miami Luxury Hotel.

If you have a business legal matter, please contact Wood, Atter & Wolf, P.A. for legal counsel.

During a 2008 compliance inspection at the University of Florida's main Gainesville campus, the Florida Department of Environmental Protection (FDEP) allegedly observed Resource Conservation and Recovery Act (RCRA) violations by the university. The most serious alleged violation involved improper disposal of a cleaning solvent used to clean the engines of grounds keeping machinery.

The cleaning solvent contained twenty to thirty percent tetrachloroethylene (PCE). Soil samples collected near the maintenance area had concentrations of PCE that exceeded the FDEP Soil Cleanup Target Level for leachability. Groundwater from near the area was also tested and found to have a concentration of PCE exceeding the FDEP Groundwater Cleanup Target Level.

The US Environmental Protection Agency has announced that they have entered into an agreement with the University of Florida to remediate the contamination. The University will also pay a civil penalty of $175,000. While it is unfortunate that this dangerous contamination occurred, it is good to see the FDEP and the University of Florida work together to remedy the situation.

The health of Florida's citizens and its precious water resources are both at stake. Find out more about the alleged environmental violation by the University of Florida and the remediation plans at EPA and University of Florida Sign Consent Agreement Settling Hazardous Waste Violations.

If you own or operate a business in the Jacksonville, Orlando or Gainesville, Florida areas, please contact Wood, Atter & Wolf, P.A. for legal counsel.

Last year, State Farm Florida Insurance Co., the state's largest private property insurer, was denied a 47% rate increase by Florida Insurance officials, and announced that it would exit the Florida market, dropping 1 million policies.

Florida state regulators worked to strike a deal with company to keep it in the state. State Farm has announced that a deal has been made that will keep State Farm in Florida for at least one more year. The agreement allows State Farm to drop 125,000 riskier policies and raise their rates to cover non-hurricane losses. Those whose policies are not being renewed began to receive notices in February, six months ahead of the company's August 2010 non-renewal campaign, as required by law.

The agreement also allows the company to start raising rates by as much as 14.8% on renewal, effective immediately. State Farm will also roll back discounts which have saved Florida policyholders as much as 28% in the past. Additionally, State Farm will release its Florida agents from their exclusivity agreements, allowing them to sell other companies' policies. This will make these agents' jobs more stable should State Farm decide to pull out of the state in the future.

Find out more about the deal between State Farm insurance and the state of Florida at Like a Good Neighbor: State Farm Will Stay, Raise Rates.

If you have a business legal matter, 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.

If you use noncompete or confidentiality agreements in your course of business, make sure the employees properly fill them out. A detail as minor as a signature in the wrong place may invalidate your ability to keep your trade secrets secret.

Earlier this year, IBM initiated a lawsuit with David L. Johnson, a former executive, who became employed with Dell, one of IBM's competitors. IBM claimed that the ex-exec was in violation of a noncompetition agreement as well as an agreement to protect trade secrets. As the lawsuit was pending, IBM attempted to obtain a preliminary injunction to stop Johnson from "performing duties" at Dell. IBM suspected him of using valuable trade secrets in the course of his new employment, which would be a breach of duty to IBM. However, a U.S. District Judged denied the preliminary injunction. The denial came was due in part to the fact that the validity of the agreement was questionable because it was not properly signed. Although Johnson signed the document, he did not do so in the correct place.

For more information regarding noncompete and confidentiality agreements, get in touch with an attorney to discuss your options.

In light of a declining economy, courts are less likely to enforce noncompete agreements. Such agreements protect valuable training and trade secrets by preventing employees from competing with their former employers. They are not being enforced due to the interest in allowing people to work in such tough economic times. Despite the fact that noncompete agreements are seldom enforced, companies have other means of protecting their assets.

As an initial matter, a company will audit all of its proprietary information, assess the risks involved in losing such information, and determine how an employee might misappropriate it. Once the audit is complete, the company will employ a "comprehensive protection program," which is a combination of policies and restrictive covenants as well as a consistent enforcement scheme. Restrictive covenants differ from noncompete agreements in that they can be tailored to protect specific company assets. For example a "nonsolicitation agreement" prohibits an ex-employee from contacting the employer's clients. In this manner, the company will not lose clients when a key member of the sales staff defects to a competitor. Another example of a restrictive covenant is a "forfeiture agreement" wherein the employee's benefits from the company cease upon termination of employment. These instruments are advantageous because they offer the most protection with the least restriction.

For more information regarding alternatives to noncompete agreements, contact an attorney to explore your options.

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.

A Jacksonville, Florida Circuit Judge was ordered to recuse himself from a foreclosure case brought by Bank of America's Countrywide division against Joseph W. Mines Jr. According to court records, Mines, who is representing himself in the matter, was close to losing his home when he filed a complaint against the Judge, stating that he believed an affiliate of Bank of America had given the judge a favorable loan interest rate that was not available to the general public.

The appeals court in Tallahassee, Florida required the Judge to remove himself from the case, saying that if the allegations were true they would be cause for Mines to fear that he would not receive a fair and impartial hearing. For the sake of all concerned, including the Judge, it is preferable that such matters be heard in an atmosphere free of even a suggestion of partiality. It should be noted that the Appeals Court did not say that the allegations against the Judge were true.

With the high rate of foreclosures in Florida, more cases like this one are bound to show up in the newspapers. Judges and attorneys alike need to be sure that their personal and business dealing are completely above board in order to maintain the public's trust. Read more details about the allegations at Judge in Countrywide Case Removed Over Claim of Discount Loan.

If you live in the Jacksonville, Florida or Orlando, Florida area and have a business legal matter, please contact our firm 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!

We all know Apple, the trendy electronics and software brainchild responsible for mesmerizing us with iPhones and iPods. The technology giant hypnotizes us, and we truly believe that without their fresh, avant-garde products, we are not sexy or cool. (*Ahem* Despite their marketing prowess, I still believe I can be sexy and cool as a PC girl.)

What most don't know is how unequivocally silent Apple has been when it comes to disclosing information about its research and development. Despite online advances such as Facebook, Twitter, and other sources for disclosure, the company remains tightlipped with respect to its engineering.

Strict controls are imposed in the name of security to prevent employees from releasing any valuable information and harsh sanctions are in place for those who do. Apple is virtually impervious to leaks and even goes so far as to keep its own employees in the dark; many themselves are shocked when new products, such as the latest iPhone 3GS, are unveiled. The company is also famous for its product plan ruses designed to mislead both outsiders and also its own employees as to the state of certain Apple technology.

Even seemly innocuous information, such as the health of CEO Steve Jobs following a secret liver transplant, is kept under lock and key. Such unwavering devotion to discretion is a calculated business model and is indicative of executives that fully appreciate the high value of intellectual property. However, this secrecy can breed suspicion and give birth to consipiracy theories among consumers. Trade secrets are critical for any business and comprise the essence of brand image and identification, but today's sophisticated public demand the truth and trust in the products they support.

What measures should your business take to protect its trade secrets? An intellectual property attorney can show you how to preserve your sensitive information, and balance a positive brand name image.

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.

In response to businesses' growing frustration with the limited availability of simple internet domain names, the Internet Corporation for Assigned Names and Numbers (ICANN) plans to sell new top-level domain (TLD) names.

Domain names have historically ended with these popular TLDs: .com, .net, and .edu. Currently, there are only 21 TLDs. ICANN proposes to make "personalized" TLDs available to any business with $185,000. Allowing a business to have their name become the TLD opens up an enormous, and possibly endless, combination for domain names. For example, a famous fast food chain can end their domain name in ".mcdonalds." Subdomain names for the TLD can also be available to identify a particular business, like "bankofamerica.bank."

The availability of personalized TLDs will become a nightmare from the intellectual property enforcement standpoint. The increasing number of domain names means additional time and money to monitor misappropriation, and to protect customers from infringers.

In attempting a preemptive strike against infringers, ICANN proposes that it will review applicants who must argue why they should be awarded a particular TLD. Grounds for rejecting an applicant include: having a TLD that is confusingly similar to another, pursuing an immoral TLD like .xxx, or seeking a culturally or politically insensitive TLD.

Small businesses rely on their proprietary assets, and many of these business depend on global transactions. However, less than one fifth of these businesses realize that their federal trademark and patent protections are limited to the United States. Are your IP assets protected abroad?

Without a doubt, profits fall prey to overseas counterfeiting and piracy. Counterfeiting is the creation of imitation products while piracy involves the unauthorized use or reproduction of software.

Stopfakes.gov is a great resource to help determine whether you should seek international protection. The website features different tool-kits to educate business owners about intellectual property (IP) protection in various foreign countries. Also included are instructions for filing a compliant against international infringers.

Strategy Targeting Organized Piracy (STOP) is part of a government effort with a two part objective. The first part is to strengthen IP enforcement throughout the world. The second part is to prevent IP crime throughout the world. STOP, along with other government organizations, provide protection to domestic businesses by regulating U.S. boarders and preventing the importation of counterfeited products, for example.

For more information on international trademarks or patents, contact a trademark attorney who understand the need to work closely with IP counsel abroad.

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.

Defective batteries and a software glitch in defibrillators (AEDs) manufactured by Zoll Medical Corporation may raise a surprising  premises liability issue for owners of businesses who purchased the AED's  to provide additional protection for customers and employees experiencing heart problems while on the businesses premises. The Zoll Medical Corporation is now reminding AED purchasers who may not have taken advantage of the company's voluntary corrective action in April of 2009 that they need to run a software upgrade to ensure the devices are working properly. Business owners should do so immediately, as lives are at stake.

The Zoll product in question is the AED Plus automated external defibrillator. Batteries in some of these devices are defective, and the software that is supposed to detect the battery failure may not be working properly either. Defibrillators older than three years are the most likely to fail. Affected products will carry a serial number of "X_ _ _200000" or lower. The software patch is available on the company's website. Users should also send Zoll an acknowledgment that the corrective action has been implemented. This is an important step for business owners as the "confirmation of corrective action" could be an important element in avoiding liability in the case of a subsequent AED failure. It would  also permit  Zoll to ensure that all defective defibrillators have been updated.

Three devices have been reported to have failed due to the problem, and two patients died when they were unable to receive the defibrillation shock. Find out more about the defective defibrillators at Zoll reminds on AED battery issue.

If you are dealing with a product liability or premises liability issue, please contact our firm for business law counsel.