Any company’s success relies in large part on the products, technologies, or processes it develops. For a smaller business, its “secret sauce” can be one of its most important competitive advantages and its most valuable asset. However, developing these coveted creations is only half the battle. The other half requires protecting a business’s goodwill and proprietary information to maintain its competitive advantage in the market and ensure customer loyalty. This half requires careful planning, as small businesses and entrepreneurs must navigate employee confidentiality agreements and restrictive covenants to protect these valuable assets.
Illinois Attorney General Lisa Madigan recently moved to dismiss a tax case brought by a tax whistleblower and, in doing so, suggested that in-state actors soliciting orders in Illinois may not have triggered “substantial nexus” to tax. We have been following developments as one notorious lawyer who has been dubbed the “king of qui tam,” Stephen Diamond, filed suit under the Illinois False Claims Act (IFCA) to prosecute non-compliance with the State’s use tax.
Good News for Lenders: Missouri’s Future Advance Deed of Trust Statute Can Cover Interest (But What about Late Fees?)
Under Missouri’s future advance statute, Mo. Rev. Stat. § 443.055, a deed of trust may secure future advances by a lender, the principal amount of which may not exceed the “face amount stated in the security instrument.” What else, besides the “principal” amount, may be secured by such a deed of trust? The statute specifically allows advances “incurred … for the reasonable protection of the lender’s security interest” to be included, and that amount can exceed the stated amount of the deed of trust. A Missouri Court of Appeals has now confirmed that interest also can exceed the stated amount and remain secured, and property taxes and attorney’s fees may also be secured as advances for the protection of the security interest. Late fees, however, do not qualify as expenses protecting the lien. Manns v. SB RE Properties, LLC, et al., ED105820 (Mo. Ct. App. E. D. Mo., Nov. 13, 2018).
The Ohio sales tax on employment services is continuing to generate controversy. Originally imposed on Jan. 1, 1993, the sales tax on employment services is an important component of the state of Ohio budget that annually raises approximately $160 million in tax revenue. But the tax is controversial because it can be a heavy burden on businesses attempting to fill their labor needs, particularly in the tight labor market that we are currently experiencing.
As 2019 begins, companies should seriously consider the financial and reputational impacts of cyber incidents and invest in sufficient and appropriate cyber liability coverage. According to a recent published report, incidents of lost personal information (such as protected health information) are on the rise and are significantly costing companies. Although cyber liability insurance is not new, many companies lack sufficient coverage. RSM US LLP, NetDiligence 2018 Cyber Claims Study (2018).
Connolly Gallagher LLP is pleased to announce that Aaron M. Shapiro has been elected partner effective January 1, 2019. “Aaron previously served as the Labor Relations and Employment Practices Administrator for the state of Delaware and since joining the firm in 2017 he has worked hard to build a highly respected labor law offering that we proudly provide to our valued clients,” said Arthur G. (“Chip”) Connolly III, Managing Partner of the firm.
Illinois Appellate Court Declines to Adopt Bright Line Rule That a Five Year Non-Compete Or a Three Year Non-Solicit Are Unenforceable Per Se
The Illinois Appellate Court recently declined to adopt a bright line rule regarding the enforceability of five year non-competes or three year non-solicits, and instead directed courts to interpret the reasonableness of any such restrictive covenants on a case-by-case basis.
Most Recently Released DOL Opinion Letters Address Varying Average Hourly Rate and Ministerial Exception
True to its promise last year, the U.S. Department of Labor’s Wage and Hour Division (the “WHD”) continues to issue a steady stream of opinion letters designed to offer practical guidance to employers on specific wage and hour issues solicited by employers. This past week, the WHD issued two new opinion letters concerning the Fair Labor and Standards Act (“FLSA”), where one addresses an employer’s hourly pay methodology vis-à-vis the FLSA’s minimum wage requirement, and the other the ministerial exception to the FLSA. While not universally applicable, employers should consider the general principles set forth in these opinion letters, and then further research the underlying relevant regulations and the DOL’s interpretive guidance to more fully understand the basic requirements to ensure legal compliance.
Davis Malm is pleased to announce that James E. Gallagher has been elevated to shareholder effective January 1, 2019.
Mr. Gallagher practices in the Business Law, Employment, and Litigation areas at Davis Malm. He is a trial lawyer with experience in a range of areas, including fiduciary, securities, commercial and class action, probate, and employment litigation in state and federal courts. He also advises numerous residential and commercial condominium associations.
We are excited to announce the 20th Edition of the Corporate Counsel and Compliance Exchange. The event will take place at London’s Hilton Syon Park Hotel on 25th to 26th April 2019.
The Corporate Counsel and Compliance Exchange brings together C-level professionals, Senior General Counsels and Chief Compliance Officers to discuss key challenges and solutions. This is an invitation only event featuring interactive discussion sessions such as roundtables and think tanks as well as bespoke one to one meetings with solution providers. Confirmed speakers include FIFA, Coca-Cola, McDonald’s, Bank of England, Fox Networks and many more.
If you would like to request an invitation to the Corporate Counsel and Compliance Exchange, please contact Chantal Morgan at firstname.lastname@example.org