Corporate & Commercial

There are countless stories of a rock band’s members fighting over music and money, but this time it’s the widow of a band’s recently deceased member who’s fighting with the remaining members of the band over the band’s value. When the singer Chris Cornell died, his widow, Vicky Cornell, inherited his share of the interest in the band, Soundgarden. The other members have offered to buy Cornell’s share for $278,000, but she alleges that amount represents just a fraction of what her share in the band is worth. Cornell is suing the remaining members of Soundgarden for allegedly devaluing her…
CANarchy brought two challenges to the Texas Alcoholic Beverage Code’s 225,000 barrel cap on brewery “beer-to-go” sales. The relevant portions of the statute authorize breweries in Texas to sell beer-to-go, provided they have a production rate below 225,000 barrels annually. This right was only recently added in 2019. The language of the statute empowering these “beer-to-go” sales reads: [T]he holder of a brewer’s permit whose annual production of ale, together with the annual production of beer by the holder of a manufacturer’s license at all premises wholly or partly owned, directly or indirectly, by the permit holder or an affiliate…
A company that provided administrative and payroll services was acquired by a bank under a stock purchase agreement. The agreement provided for the escrow of $2 million dollars, that was to be released to the sellers after a period of time had passed after the sale. Several months after the sale, a former employee came forward to reveal potentially fraudulent practices on the part of the administrative company. After an investigation by an outside law firm, the bank demanded indemnification from the sellers, but the sellers refused. The bank then sued in an attempt to recover money it had paid…
Keywords: Copyright, Supreme Court, Georgia, Public.Resource.Org., annotations, OCGA, Government Edicts Doctrine Introduction One would think that when a state creates an “official” code of its statutes, the public would have the right to freely copy and share that collection of laws.  One would also think that fair-minded judges would unanimously agree with this point and objurgate any view to the contrary.  Well, think again. The 2020 Supreme Court case of Georgia v. Public.Resource.Org. ratifies a point that I make often: much of the copyright law of this country is a messy pig’s breakfast of uncleanly written and historically complex statutes…
For producers and manufacturers alike, supply contracts have many advantages. For manufacturers, it ensures a steady supply of raw goods for manufacturing, and for producers, it secures a steady stream of revenue. All contracts though come with the risk that one of the parties will breach them. In a recent decision, the Seventh Circuit provided guidance for interpreting the “adequate assurances” provision of Section 2-609 of the Uniform Commercial Code. The dispute at issue is nearly a decade old. In 2009, BRC Rubber & Plastics Inc., a designer, and manufacturer of rubber and plastic products primarily for the automotive industry…
Two inventors who were entitled to royalties on the sales of products sued the purchaser of their former company over their royalty rights. The litigation and arbitration took years, and after the third round of arbitration, the arbitrator determined that the inventors were not entitled to compensation from the company they sued. Despite this finding, the two continued to engage in litigation against the firm. After their final suit was dismissed in the district court, the company sought sanctions for bringing a groundless lawsuit. The district court granted the motion, finding that the suit had been barred by the doctrine…
Statutory fee-shifting is usually meant to incentivize plaintiffs to bring claims involving important rights but relatively low monetary damages. Some statutes provide for fee-shifting not only to successful plaintiffs but also to successful defendants. As the recent decision in the case of Multimedia Sales & Marketing, Inc. v. Marzullo illustrates, plaintiffs considering bringing trade secret misappropriation claims in Illinois courts would be wise to review their claims before filing so to ensure that their claims are not meritless. The plaintiff in the lawsuit, Multimedia Sales & Marketing, Inc., is a radio advertiser who sued a competitor, Radio Advertising, Inc., along…
You can read about this case in our previous posts on it here, and here. A consumer brought suit against Bacardi based on a 150-year-old law on Florida’s books regarding some compounds and ingredients that, prior to decent Federal regulation and at a time when little was known about such compounds, declared different substances, including grains of paradise, adulterants and banned their use in liquor. The lawsuit sought a class certification and damages claiming because the statute declared the liquor adulterated, the alcohol was therefore worthless. Bacardi moved to dismiss arguing against the claims, in relevant part, stating…
When confronted with overwhelming financial difficulties, owners often consider whether it is better to reorganize or liquidate their business. In making that decision, owners have many factors to consider, including: Nature of the Economy. Is there a place for your business in the current or future economy? Nature of the Business. Is there still a market for the business’ products and services, and does it still have profitable employees and customers? Assets. What assets does your business have and how can they be utilized or their value maximized? Liabilities. What liabilities can be shed or reduced, if any, to enable…
How to Determine Your Workplace Vaccination Policy As COVID-19 vaccines begin to become available for working-age people—first for those in healthcare, then those in other “frontline” occupations, then for those at risk due to medical conditions, and finally for the general 18-to-64 population—can employers implement mandatory vaccination policies? In general, the answer is yes, according to the Equal Opportunity Employment Commission, although employers need to be careful on a number of fronts, starting with ensuring that the way they craft their policy does not run afoul of the Americans with Disabilities Act. Continue reading
A disgruntled investor sued the organization that regulates registrations for certain securities brokers after he lost his investment. The investor argued that the securities broker had a history of misconduct dating back more than 30 years and should have had his membership revoked under the organization’s bylaws. The investor claimed that because the organization violated its own bylaws, it was liable for the actions of the securities broker. The district court determined that the organization did not violate the bylaws because the conduct of the broker had not led to the expulsion of an associated organization, only a voluntary withdrawal.…
New Federal Reporting Requirements for Small Business The paper work for many small businesses will be increasing. Many small businesses with 20 or fewer employees and $5 million or less in gross receipts or sales will be subject to new federal reporting requirements under the Corporate Transparency Act (“CTA”), a section of the National Defense Authorization Act enacted on January 1. This will include both those formed in the U.S., whether through a state or an Indian nation, as well as those formed outside the U.S. but registered to do business here. Continue reading
An AI company harvested publicly available photographs from social media sites across the internet and then used those photographs to derive a biometric facial scan of each individual in the photograph. The company sold this database to law enforcement agencies to use in identifying persons of interest or unknown individuals. A woman sued in a class action, arguing that the harvesting of biometric data violated Illinois’ Biometric Information Privacy Act. The company removed the case to federal court, and the federal court ruled that the plaintiffs’ claims lacked standing under Article III. The appellate court agreed with the district court…
On November 20, 2020, the Food and Drug Administration issued an emergency use authorizations (“EUA”) for the first Covid-19 vaccination manufactured by Pfizer Pharmaceuticals and BioNTech SE for use in persons age 16 years and older.  The agency has since granted a similar EUA on December 18, 2020 for the Covid-19 vaccine manufactured by Moderna TX, Inc. for administration to individuals at least 18 years old.  Each of these vaccines requires two doses to immunize a person.  The Center for Disease Control and Prevention (“CDC”) established priorities for the distribution of these vaccines and others that will also get EUA’s…
In the 1930s, Italian fashion designer Elsa Schiaparelli, known for her avant-garde gowns and other couture creations, struck up a fast friendship with surrealist artist Salvador Dali. By then, Dali had generally well-received solo shows in Paris, London and New York’s Museum of Modern Art and was already on his way to becoming an extraordinary force in the art world globally. Dali, long interested in fashion, deeply admired Schiaparelli, whose fashion house thrived in the 1930s and 1940s before closing in 1954. In 1937, the two collaborated on the now iconic lobster dress, in which Dali’s lobster drawing was placed…
Small Business Pandemic Survival Information The $900 billion pandemic relief package included relief for Small Businesses.  The updated programs are intended to make it easier for small business owners to apply and gain funds. The Small Business Administration (“SBA”) approved $5 billion in new Paycheck Protection Program (“PPP”) loans on January 19 and expanded the network of lenders who can make the loans.   More info is available on the SBA Website here.  The new loans are a little more restrictive for businesses seeking a second PPP loan.  There are caps on the number of employees, the amounts are lower…