Category: Corporate

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, […]

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 […]

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 […]

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 […]

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 […]

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 […]

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 […]

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 […]

We wrote recently about how an extra layer of merger and acquisition due diligence should be triggered if the target business has taken a loan under the Paycheck Protection Program (“PPP”). Since we wrote, the Small Business Administration (“SBA”), which administers the PPP, issued what is called “Procedural Notice No. 5000-20057.” We will call it […]

At the international level, trade secrets are protected under the auspices of the World Trade Organization (WTO). In particular, the signatories and members of the WTO signed a treaty called the Agreement on Trade-Related Aspects of Intellectual Property Rights (the TRIPS Agreement) which went into effect in January 1995. The TRIPS Agreement obligated the various […]