Business and Corporate

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by Ben R. Miller, Jr.

The Internal Revenue Service has released a draft of guidelines for good governance of nonprofit organizations. A discussion draft of the guidelines highlights a mission statement, code of ethics, whistle blower protections, conflicts of interest, due diligence, transparency, audits and compensation practices. A copy of the draft can be found on the…

The court in Petch v. Humble, 41,301 (La.App. 2 Cir. 8/23/06) 2006 WL 2422914, –So.2d– considered the limited scope of liability for members of a limited liability company. The plaintiffs in that case, property owners, sued a limited liability company that owned neighboring property and three members of the limited liability company. Plaintiffs claimed defendants negligently failed to obtain a stormwater permit before beginning to develop a subdivision and in failing to employ a stormwater pollution prevention plan, which allegedly resulted in damage to plaintiffs’ property.
Continue Reading Limited Liability of LLC Members Affirmed

On Friday, June 16th at Juban’s Restaurant, Kean Miller held its quarterly Business Briefing Seminar. Business and Corporate partner Dean Cazenave gave a very informative program entitled An Overview: Employment Agreements and Executive Compensation.

The program consisted of key provisions and pitfalls in drafting employment agreements for employers, and an overview of executive compensation…

When a business selects a trademark under which a product or service will be sold, it hopes to develop brand loyalty among its customers and have them come to know the trademark in the market place. As part of the strategy to create a brand, it is prudent to seek federal trademark registration for the name in order to help protect the business’ rights to use the trademark.
Continue Reading Maintenance and Protection of Trademarks

The Uniform Trade Secrets Act, La. 51:1431, et seq., provides a cause of action for misappropriation of a trade secret. However, it is important to recognize that these are specific terms which must be satisfied in order to trigger the remedies provided in the Act.
Continue Reading Efforts to Maintain Trade Secrets to be Scrutinized

Many C-Level executives and small business owners have heard of the Gulf Opportunity Zone (the GO Zone Act) and know that it does something for Louisiana businesses, but they do not know if or how the new law can help them and their employees. Kean Miller has prepared a comprehensive summary of the GO Zone Act and its sister law, the Katrina Emergency Tax Relief Act of 2005 (“KETRA”). This summary describes the key legislative provisions and explains how Louisiana-area businesses, both large and small, can maximize the GO Zone benefits available to them.
Continue Reading What is the Gulf Opportunity Zone?

The Third Circuit seems to think that shareholders of corporations that elect to be taxed as S Corporations have no limited liability. The good news is that the bizarre language to this effect is not relevant to the decision and therefore should not be treated as governing law or given any precedential value.
Continue Reading Coffin Nailed Shut – No Limited Liability for S Corporation Shareholders

A recent Third Circuit decision joined the long and growing list of cases supporting the Single Business Enterprise Theory exception to the long standing principle that corporations are separate and distinct legal entities apart from their shareholders and affiliated companies.
Continue Reading One More Nail in the Coffin – The Single Business Enterprise Theory Rides Again

Someone once observed that most car accidents occur within 10 blocks of the driver’s home. We see a analogous trend in Intellectual Property “crimes” – i.e. infringement of patents, trademarks, or copyrights; or misappropriation of a trade secret. Intellectual Property (IP) disputes between two parties that are strangers to one another are the exception, not the rule.
Continue Reading Intellectual Property Disputes

Very often, contracts prohibit assignment without the other party’s consent. If you think you might ever want to assign a contract (bearing in mind that a merger or sale of the business can trigger assignment), then this kind of provision should generally be modified by adding that the other party’s consent cannot be unreasonably withheld, conditioned or delayed.
Continue Reading Withholding Consent to Assignment – What is Reasonable?