A Primer on False Advertising Laws

The Lanham Act The Lanham act permits a plaintiff to bring a claim of false advertising in federal court. The Lanham provides that “Any person who…uses in commerce any…false or misleading description of fact, which…in commercial advertising or promotion, misrepresents the nature, characteristics, qualities, or geographic origin of his or her or another person’s goods,… READ MORE

Protecting Trade Secrets: The Misappropriation Element

Under both federal and state laws, trade secrets are legally protected from being stolen by employees, former employees, competitors, cybercriminals, and anyone else. Under both federal and state laws, a trade secret is some information or data that is kept secret that “… derives independent economic value from not being generally known to, and not… READ MORE

Business Law Developments: Can Employers Monitor Calls, Emails and Internet Usage Without Notice?

New York has recently passed a law that says “no,” employers cannot engage in electronic monitoring of employee phone calls, emails, and online usage without notice. Further, employers are required to obtain an acknowledgement from workers that they received the notice. The new law was signed by New York Governor Kathy Hochul on November 8,… READ MORE

What are Trade Secrets and How Can You Protect Yours Legally?

Trade secrets are business information and data that derive economic value from the fact that they are kept confidential and secret. Under both federal and state laws, if an owner takes “reasonable” steps to protect the information/data, then legal action can be taken against anyone who steals — misappropriates — the information/data. Trade secrets can… READ MORE

ISO vs NSO: Employee Stock Options and Their Tax Implications

It is common for businesses — particularly startups — to try and incentivize their employees (and other agents like directors and third-party vendors) with stock options. Very broadly speaking, stock options can be divided into two categories — incentive stock options (“ISO”) and non-qualified stock options (“NSO”). By definition, an ISO is a stock option… READ MORE

What Exactly is Form 83(b) and Why Should I File One With the IRS?

Form 83(b) is a form that is signed and sent to the Internal Revenue Service (“IRS”) making a choice — an election — on when the signatory would like to be taxed on future-vesting equity, like shares stock, issued by a corporate entity. By sending Form 83(b), the signatory chooses to have the equity taxed… READ MORE

The Role of Civil Conspiracy in United States Business Litigation

Legally, a “conspiracy” is some sort of agreement — express or implied — reached between two or more persons or entities to commit a crime or a wrongful act. Conspiracies are punished under both criminal and civil law. In criminal law, the agreement is the gist of the claim and intent that a crime be… READ MORE

Negligent vs. Fraudulent Misrepresentation: How to Prove a Claim

Claims for intentional and negligent misrepresentation are two potential legal causes of action that can be used in court to sue for money damages if a person or business has been the victim of fraud. The two causes of action are different and have different legal requirements with respect to proof. Sometimes, both legal theories… READ MORE

Trade Secrets Misappropriation Damages can Include Estimated R&D Costs

A federal Court of Appeals has recently affirmed that damages for trade secret misappropriation can include estimated costs for research and development (and also a hefty award of punitive damages). See Epic Systems Corporation v. Tata Consultancy Services, Ltd., Case Nos. 19-1528; 19-1613 (7th Cir., August 20, 2020). That case involved the Wisconsin version of… READ MORE

Business Acquisitions: Using EBITDA or SDE When Buying an E-Commerce Business

As with most purchases, price is key. No buyer wants to pay more than the value of something and no seller wants to sell for less than what it is worth. The same is true if you are thinking of buying an e-commerce business or any other type. As a result, buyers and sellers resort… READ MORE