North America

Business Succession Plan

View two articles published in The Gazette and in the Financial Post in which Me Martin Lord, a Partner heading the Tax Law Department at RSS, explains the importance of a good business succession plan.

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Jason Tremblay Obtains Significant IDOL Victory for Assignee

Arnstein & Lehr attorney E. Jason Tremblay

E. Jason Tremblay

Jason Tremblay recently obtained the reversal of several Wage Payment Demands issued by the Illinois Department of Labor (“IDOL”) on behalf of a client. The client was an assignee for the benefit of the creditors of an Illinois company that was financially distressed. Instead of filing a bankruptcy, the company elected to conduct an assignment for the benefit of creditors. In that regard, the assignee continued to wind down the operations of the business in order to liquidate assets and to pay off creditors of the company. Thereafter, several former employees of the company who were allegedly not paid wages filed wage claims before the IDOL. The IDOL Administrative Law Judge held that, in light of the fact that the business was still operating (albeit in the limited role of just liquidating assets to pay off secured creditors), the assignee was still an “employer” under the Illinois Wage Payment and Collection Act and therefore subject to liability.

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McDonald Hopkins Miami Office featured in "Bright Spots: Sept. 29, 2011," published by Crain’s Cleveland Business

McDonald Hopkins Miami Office and Managing Member Raquel “Rocky” Rodriguez featured in “Bright Spots: Sept. 29, 2011,” published by Crain’s Cleveland Business.

http://www.crainscleveland.com/apps/pbcs.dll/article?AID=/20110929/FREE/110929816/0/FRONTPAGE

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When It Comes to Non-Compete Agreements, It’s Best to Know Exactly What Your Company Is Acquiring

Restrictive covenants such as non-compete and non-solicitation agreements are frequently used in connection with acquisitions to protect the underlying value of the transaction. After all, an acquiring company typically values the target company based in part on the revenue it generates from its stable of customers. Therefore, the acquiring company often requires the target company’s employees to execute restrictive covenants that limit their ability to “jump ship” after the acquisition closes and erode the value of the transaction by luring away customers. Recently, the United States Court of Appeals for the First Circuit issued a decision which underscores the importance of carefully examining and understanding any restrictive covenant that may be acquired through a transaction.

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ABA Opinion Limits Lawyers’ Ethical Duty To Notify Opposing Counsel Upon Receipt Of Adverse Party E-mail Communications With Counsel

By: Jill Barbarino

When defending a litigation filed by a current or former employee, it is now routine practice for the employer’s counsel to review the employee’s workplace e-mails and computer for information relevant to the employee’s claims or the employer’s defenses.  This, of course, is consistent with the principle that the employer’s e-mail and computer systems are the property of the employer and employees have no expectation of privacy with respect to electronic communications sent or received via their employer’s systems.  If, however, an employee has communicated with his counsel using his work-issued e-mail address or computer, does defense counsel have an obligation to notify opposing counsel of his or her possession of the communications?

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Certification Marks: Decision Affirmed by Court of Appeal

An earlier blog discussed a Federal Court decision, agreeing with a decision of the Registrar of Trade-marks and preventing the registration of a certification mark, HALLOUMI, in association with cheese.  In The Ministry of Commerce and Industry of the Republic of Cyprus v. International Cheese Council of Canada, the Federal Court of Appeal affirmed the decision.

The Trade-marks Act defines a certification mark as a type of trademark and sets up a specific regime for its adoption and registration by a person not engaged in the manufacture, sale, leasing or hiring of the wares or services in question, who wishes to license others to use the marks.  With wares a certification mark is intended to signify character or quality, working conditions, the class of persons producing the wares or the area they are produced.

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Randall Sidlosca appointed chair of The Florida Bar Unlicensed Practice of Law Committee

Arnstein & Lehr Attorney Randall L. Sidlosca

Randall L. Sidlosca

Miami Partner Randall L. Sidlosca was recently appointed chairman of The Florida Bar’s Unlicensed Practice of Law Committee (UPL). The UPL Florida Bar 11D Committee investigates and prosecutes unlicensed practice of law allegations in the 11th Judicial Circuit (Miami-Dade County). The committee is empowered to take testimony and make findings concerning complaints of unlicensed practice of law.

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Hal Morris and Katelyn Letizia obtain important victory for condominium association client

Arnstein & Lehr Attorney Hal R. Morris

Hal R. Morris

Arnstein & Lehr Attorney Katelyn Rose Letizia

Katelyn Rose Letizia

Chicago Partner Hal R. Morris and Chicago Associate Katelyn Rose Letizia secured an important victory for a condominium association client. In that case, the board of the association began considering implementing, by rule, restrictions on leasing. Under the Illinois Condominium Act, rules can be adopted or amended by the board after a special meeting of owners called for the purpose of discussing the proposed rule.

In the case, the board began this process, but two unit owners filed an action challenging the process and the enforceability of a rule limiting leasing. The unit owners claimed that the Declaration of Condominium granted a right to lease, subject to the association’s right of first refusal, and a rule limiting leasing would be tantamount to an improper attempt to modify the Declaration. Thus, the unit owners sought a finding that the leasing rule was unenforceable, ran afoul of the Declaration, and also sought to enjoin the association from passing and enforcing such a rule.

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The Miami Office of McDonald Hopkins law firm moves to a larger suite in the Southeast Financial Center

The Miami Office of McDonald Hopkins law firm
moves to a larger suite in the Southeast Financial Center

Miami, Florida (September 26, 2011) – The Miami office of McDonald Hopkins LLC moved to Suite 3130 on the 31st floor of the Southeast Financial Center at 200 South Biscayne Boulevard to accommodate growth and expansion.

“We are very excited that our space in the Southeast Financial Center enables us to grow in the Miami market,” said Raquel A. “Rocky” Rodriguez, managing member of the firm’s Miami office. “We are actively recruiting talented and experienced attorneys to join our national practice groups.”

McDonald Hopkins, which has an 80-year history, entered the Miami market in late April when Rodriguez, who served as general counsel to former Florida Governor Jeb Bush and most recently was a partner at McDermott Will & Emery LLP, joined the business advisory and advocacy law firm. Rodriguez, who serves on the McDonald Hopkins’ board of directors, has more than 25 years of experience counseling clients on a wide variety of government, business and litigation matters.

McDonald Hopkins has been in South Florida for seven years prior to opening in Miami. Its West Palm Beach office opened in 2004. With additional offices in Chicago, Cleveland, Columbus, and Detroit, McDonald Hopkins has 135 attorneys. For more information about McDonald Hopkins, visit www.mcdonaldhopkins.com.

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Whistleblower Risks – It May Be Time to Reexamine Assumptions about their Management and Insurability

Those concerned with managing or insuring risk are affected increasingly by the evolution of whistleblowing, especially as new laws and interpretations since 2009 have changed the stakes by redefining whistleblower protections and bounty award entitlements.

Virtually any risk management program written prior to the 2008 elections may need to be recalibrated to take account of new definitions introduced by whistleblower features of legislation nominally concerning healthcare and financial services, but in reality reaching much more broadly beyond the bounds of the industries ostensibly targeted. The subject matter of protected activity, the appropriate manner for an informant or tipster to communicate, the remedies for employment-related reprisals, and the opportunity to share in sanctions imposed by the government are part of laws enacted in the past two years that introduce entirely new rights and obligations or importantly amend existing ones.

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