VRP Law Group, P.C.

A Boutique Business, Employment and Intellectual Property Law Firm

Archive for the ‘Employment Law Updates’ Category

Information Technology and Intellectual Property Audits: What are they? Why do we need them? What do we need lawyers for?

Tuesday, November 11th, 2014

Information Technology (IT) and Intellectual Property (IP) Audits are more and more common place and necessary for today’s trusted advisers and professionals. The more effort you take to make sure that you protect your client’s confidentiality, intellectual property, personal information, banking information, tax information, business strategy and marketing plans, is protected the better of you will be. VRP Law Group’s IT Audits consist of the following: 1) Review of your Technology Service Agreements; 2) Reviewing and Identifying Gaps if any, in any ISP or network security settings; 3) Making sure that there is an immediate and prompt investigation that identifies vulnerabilities, breaches in data security, documents and preserves the investigation and the evidence gathered during the investigation; 4) providing good terms of use and privacy policies for use of your client’s websites or your own website; 5) Creating good internal controls to protect extremely sensitive information, intellectual property and vital trade secrets; and 6) having effective IT communication policies, password protection means, and effective training and communication of such policies to your employees and IT vendors.

Moreover, making sure that you use trusted IT vendors and manage any change in network and internet service providers to ensure that proper security protocols and change management procedures are followed by your employees, your current and future trusted vendors. Without having someone like VRP Law Group that can oversee the process and/or identify the gaps, vulnerabilities, and coordinate an effective investigation and response the change management procedures may be ineffective in addressing data security issues. These data security issues can lead to liabilities for identity fraud or theft, breach of client’s confidentiality, misappropriation of your trade secrets, vital research and development memos, confidential consulting opinions, freedom to operate opinions, willful infringement opinions, patentability analysis, prior art search analysis, fraud upon the USPTO, US Copyright or Trademark Office, or many sometimes unforeseeable problems, until a lawsuit is filed.

Empowering yourself, your employees to deal with these problems without the worry of irrational fears and implementing the necessary change management procedures is a challenging endeavor. VRP Law Group is here to help you see and identify the foreseeable and legitimate risks without heading down the wrong path or becoming an individual that is unable to see anything, but impending doom in terms of managing its assets, confidential information, intellectual property and other vital competitive advantages that may be a lure for any hacker. Using our IT and IP audits will enable you to make sure that you work closely with experienced technology counsel, cyber Law, data privacy law, and intellectual property counsel. This is always a team endeavor to make sure that you focus your clients, entrepreneurs, small or large companies’ resources on the right breach or vulnerabilities to document and preserve the corrective measures and ensure that future or repeated incidents are minimized.

Your clients and you will sleep a bit easier at night with having VRP Law Group’s IT and IP Audit professionals looking after you, your clients, your intellectual property, your change management procedures, and related information technology matters. For more go to: www.vrplawgroup.com, www.bipeblawg.com, www.eebrunchclub.com

Impact of the Definition of a Judicial Entity and the Principles of Corporate Citizenship on the Internet!

Tuesday, September 9th, 2014

The most important part of any inquiry into corporate citizenship and a foreign national’s international business of any enterprise is determining, which, laws will apply. It is extremely difficult for any international company to plan for expansion into new countries without considering the impact of the citizenship of each of its Members. Limited Liability Companies and C-Corporations are the most preferred type of structures for purposes of corporate expansion and acquisition of corporate funding. Unfortunately, it is very difficult to determine the citizenship of each Member or Transferee and ensure that the Operating and Membership Agreement has the proper restrictions to ensure that you do not run afoul of the LLC’s corporate Citizenship rules.

If a foreign national is doing business in the US, then its ability to take advantage of local laws and tax regulations will be subject to the citizenship of each Member. For purposes of diversity jurisdiction, each individual’s citizenship will be considered for purpose of subject matter jurisdiction. Thus, if, you have an individual from China or Brazil, the first, inquiry, is whether or not the entity will be recognized as a US citizen, corporation or partnership. Once, this is determined based on the citizenship of each individual member and at least, one individual is a US Citizen, the Corporation will qualify for US Citizenship or legal entity status of a Judicial Entity for purposes of being able to take advantage of local laws.

However, when you have international citizens that conduct business in the US or reside in the US this raises a bit of a concern about the potential conflict between corporate citizenship rules the regulations relating to taxation of the individual. Each country has an incentive to ensure that their local tax revenues are maintained; thus, this issues is particularly, important for online companies and foreign nationals looking to do business in the US. The U.S. has entered into a tax treaty with most major countries to avoid double taxation of income to the LLC or Corporation. The idea being that if, you have paid taxes overseas, then you are not required to pay more taxes on the funds that are brought into the U.S. However, with respect to individuals that live in international countries, but stay in the U.S. for less than 180 days, they are able to avoid having to pay income taxes in the U.S.

For more go to: www.corporateacquisitionsattorney.com, www.bipeblawg.com, www.iptrialattorney.com or www.chicagobusinesscounsel.com

Use of Template Forms in Domestic and International Transactions-What about choice of law and jurisdiction?

Thursday, July 24th, 2014

We have all been involved in having to represent a client that has come to us after downloading a form or using a template provided by the other party, from searching the web or some friend, and found him, her or itself in a dispute with the other party. Now, in the increasingly global market it is even more problematic for individuals to deal with each other in a pragmatic manner without using good choice of law and jurisdictional provisions. It is very hard for individuals that use competing forms, poorly drafted forms and templates, or a Hodge podge of clauses or provision thrown together without any understanding of the business, litigation and transactional risks involved.

Unfortunately, this arises from a situation where individuals are in a rush to close the deal, but fail to grasp that there may be more loss from closing the deal than delaying or negotiating the deal further. In order to ensure that the parties have a clear grasp of their rights and their obligations it is crucial to ensure that you know which law will govern over the parties transaction and any dispute arising from it. It is common place for most states long arm statutes to provide for personal jurisdiction over any transaction that arose out of a contract or the performance of a contract within that state or from a personal injury arising from a product or service offered within that state.

However, it is much more difficult to sue a person in a state where the dispute arises from a contract that was not performed in the state, made in the same state, or services rendered were unrelated to the contract when the party is an international company. This makes it harder to pursue claims against an international party that may have operations in the United States, but not any shareholders or members that are citizens of the United States. Thus, often times, a business deal may be negotiated without a full grasp of the implications for purposes of enforcing the Agreement that is negotiated.

Many times, the company may not be a citizen of the state or the United States. Thus, it requires domestic clients to be cognizant of the need to acquire consent to jurisdiction in hers, his or its local state of operations, a convenient venue within the United States, or a domestic or international arbitration panel. Moreover, it is equally as crucial to be able to include a choice of law provision or incorporate by reference a treaty that the international party or the foreign country is a signatory and has executed.

Moreover, incorporating the Hague Convention on the Taking of Evidence into your Agreements and Choice of Law provisions is a very simple way to ensure that you are able to establish the consent required for exercising personal, subject matter jurisdiction and decide the substantive law that will be used to resolve any disputes to these transactions involving international parties. For more see the following: Battle of Forms and Choice of Law Analysis

Increasing Value of Copyrights in a Increasingly CyberWorld!

Tuesday, June 24th, 2014

Copyrights are great method of developing an Intellectual Property acquisition strategy that allows for a significant amount of flexibility and ensures that the Copyright Holder still has a method of creating a barrier to entry. One of the biggest mistakes many entrepreneurs or startups make is ignoring or failing to understand the true value of Copyrights, which can be acquired for any type of content, including the following:

a) their websites and derivatives thereof;

b) their blogs and derivatives thereof;

c) commercials or advertising videos;

d) links to downloadable content of any type that is original and fixed in a tangible medium of expression;

e) advertising and marketing brochures that are final, polished, published or about to be published;

f) comparative advertising content based on the larger players in the market to help establish fair use, nominal use or a potential parody defense;

g) their operations manuals and employment handbooks that are substantially completed and required to be distributed to a larger number of employees;

h) the use of photographs or images of individuals that are employees after acquiring the proper consent and assignment of copyrights;

i) creating a corporate strategy that allows incorporation of copyrights to permit the use of licenses, assignments, royalties, and potential tax savings for the Copyright Holder, the Licensor, and the Licensees.

If you would like to learn more, then go to: www.bipeblawg.com, www.iptrialattorney.com, www.chicagoentrepreneursattorney.com

The Fair Labor Standards Act-Overtime, Administrative Professional’s Exemption-The Employer Awarded Summary Judgment on Overtime claims!

Tuesday, December 10th, 2013

In a recent case involving claims for overtime wages by an employee, the S. Dist. Ct. of IL awarded a summary judgment to the employer dismissing the case. The employee was assisting sales professionals sell different products, but did not actually make sales him or herself. The employee exercised independent professional judgment and was not required to work with his supervisor daily.

The employee worked alone largely and was responsible for helping the employer’s sales staff sell financial products. However, the employee did not personally sell any financial products. The employee only, met his supervisor once, per year. The employee exercised his own professional judgment and often, advised his supervisor on financial products sold by the employer. Thus, there really was a lot of discretion that the employee had in performing his tasks, monitoring his own hours and schedule. However, the employee was clearly, not a sales professional or sales employee.
Consequently, the Employer was able to raise the Administrative Professionals Exemption provided by the Federal and Illinois Fair Labors and Standards Act (FLSA).

The Administrative Professionals Exemption to the requirement of having to pay overtime to an employee that works more than forty (40) hours per week. The Administrative Professional’s Exemption is an affirmative defense that an employer can raise to claims of violations of the FLSA. Generally, employees that work more than forty (40) hours per week are entitled to receive one and half times their regular hourly wages. However, the employee is only, required to pay overtime if, an employee works more than forty (40) hours in a single work week. The work week is generally, something that is defined by the employer, but it has to be a somewhat consistent work schedule or week for the employee.

However, if the individual is an Administrative Professional and makes more than $500 per week, then the Employer may have a good faith belief that the employee is not entitled to overtime wages or time and half times his or her hourly wage. Based on the Employer’s Summary Judgment Motion, the S. Dist. of IL found that the Employer had a good faith belief about the employee being an Administrative Professional under the Federal and IL FLSA. Thus, the District Court granted the motion for summary judgment and dismissed the employee’s claim for overtime wages under the Federal and IL FLSA.

For additional info: FLSA ER Awarded SJ on GF belief about Admin Professional Exemption If you have any concerns or questions about the FLSA, then please do not hesitate in contacting us.