Corporate & Commercial

Business partnerships sometimes come to an end. As we have written about previously, it is important going into a partnership to have an agreed-upon exit strategy in place. However, as a recent decision from an Indiana appeals court highlights, it is important for business partners to not only include exit provisions in their partnership agreements, operating agreements, or shareholder agreements but to carefully think through the wording of the provisions to avoid disputes and misunderstandings later. In Hartman v. BigInch Fabricators & Construction Holding Company, Inc., the dispute considered by the court involved interpretation of a provision in the…
After the governor of Illinois issued an executive order banning gatherings greater than 50 people due to the SARS-CoV-2 pandemic, the Illinois Republican Party sued. The state GOP alleged that the order’s carve out for religious services violated the Free Exercise Clause of the First Amendment because it privileged religious services over other types of speech, including political speech. The appellate panel disagreed, finding that the order did not violate the Free Exercise Clause because it was clear that speech that accompanies religious exercise had a privileged position under the First Amendment and that the executive order permissibly accommodated religious…
State Requires Sexual Harassment Prevention Training If you’re a small business owner and you haven’t trained your employees on sexual harassment prevention, you have until December 31 to stay in compliance with Public Act 101-0221, which amended the Illinois Human Rights Act to require such training this year and every year hereafter. This recent law mandated that the Illinois Department of Human Rights put together a model training program for sexual harassment prevention, which the department has made publicly available to employers online. Continue reading
The good folks at the ILCC officially (this has been in the works for some time, but the process of getting a regulation approved in Illinois takes a while) adopted an updated regulation on the transfer of alcohol between retailers. You can find the new regulation Ill. Admin. Code tit 11 § 100.25 “Transfer of Alcohol” here. In brief, the new regulation explicates the process and justifications for retailers to transfer alcohol between each other. The old regulation just prohibited the practice absent Commission approval which didn’t give much guidance and, frankly, didn’t help regulators in determining what circumstances…
You’ll remember the fun of the 9th Circuit opinion in the VIP Products v. Jack Daniel’s case from back in April where the 9th Circuit reversed a finding in favor of the distiller finding that a dog toy called “Bad Spaniels” and bearing a striking resemblance to Tennessee’s favorite whisky bottle had First Amendment protection as an expressive work regardless of its commercial aspirations: You can read our piece on this liquor trademark case here. The best part of the opinion was this snippet: “Like the greeting cards in Gordon, the Bad Spaniels dog toy, although surely not the…
When Is An LLC Needed Call Now We want to help you out on your business journey and explain to you when a corporate liability shield, like an LLC or corporation is needed or not. As small business owners it can be extremely valuable to find guidance in what you should be doing for your business and when. We are going over when you need to get a liability shield for your business. There is no requirement that you create an LLC before you go into business, it can be a smart move and highly recommended sometimes but is not…
When we last wrote about this case we discussed how Pabst, the maker of Olympia beer removed the words “Pure Mountain Water” from the text on its website questioning whether that helped or hurt its push to dismiss the claims brought by the plaintiff in the false advertising suit against the beer maker over the Olympia brand asserting the packaging gives the false impression that the beer is made from artesian waters near the Olympia area of Washington as opposed to making the beer “at several mega-breweries throughout the country, including a location in Irwindale, California.”  The complaint has now…
The plaintiff, a wine and beer distributor bought beer in accordance with its contract with Walt Disney Parks and Resorts US Inc. On March 15, 2020, before the plaintiff shipped its product, Disney voluntarily closed the parkes due to the COVID-19 pandemic. Disney refused to accept Plaintiff’s product or to compensate the beer wholesaler for the beer. Four days later, the beer distributor filed an insurance claim for the loss of business income, extra expense, inventory, and accounts receivable caused by the pandemic asserting that the beer spoiled while Disney remained closed. The insurance company refused the beer distributor’s claim.…
An employee of a wine-making company was sued by his former employer for starting a competing business while he was still serving as the company’s president. The company also alleged that he misused his position as president to sell the same wine under the company’s brand and the brand of his new company, while assigning lower prices to the wine from his new brand, thereby siphoning sales away from the winemaker. After a trial, a jury found in favor of the company but awarded it no damages. The company appealed, arguing that the jury’s verdict was inconsistent with its findings…
Envoy Medical is a medical device manufacturer based in Minnesota with technology that has the ability to restore hearing to the deaf. Unfortunately, the company’s prospects were allegedly cut short after Glen Taylor took over as CEO, which not only caused financial harm to the company but denied life-changing technology to the deaf. As CEO of the medical-device company, Patrick Spearman guided the company to the early success it enjoyed, including getting FDA approval for the invention and marketing the company’s new device as a replacement for hearing aids. A video advertising the device that showed a mother getting emotional…
Women-Owned Small Business Ends Starting October 15, in a stepped-up effort to ensure that all applicants are eligible, the U.S. Small Business Administration will no longer allow women-owned small businesses or economically disadvantaged women-owned small businesses to self-certify that they meet the requirements for the Procurement Program for Women-Owned Small Business Concerns. That program enables these categories of businesses to compete for set-aside or sole source contracts with the goal of awarding at least 5% of contracts to these businesses, a goal that the government surpassed in 2019 with $26 billion in total contracts awarded. Women-owned small businesses are defined…
LVMH Moët Hennessy-Louis Vuitton SE was scheduled to acquire Tiffany & Co. no later than August 24th, 2020, but the merger came to a halt when LVMH failed to even apply for antitrust clearance. Antitrust laws exist to avoid monopolies. If two major companies merge to form one company, there’s a fear that the existence of a huge corporation, which now owns the market shares of both companies involved, might dominate the industry, thereby making it difficult, or even impossible for any other company to compete with them. Since healthy competition promotes innovation and helps drive down prices, it’s necessary…
Is commercial real estate set to rebound after 2020? The pandemic and resulting stay-at-home orders from governments and private employers has upended the commercial real estate market on a number of fronts.  And we are now looking square into the Pandemic Recession which has just begun. For now, it’s merely a matter of unpaid rents and empty spaces, which means short-term losses for building owners. But if working at home has lasting appeal—and the sometimes-resistant culture of American business changes—or if shopping from home stays at its currently heightened level of prevalence, commercial real estate could lose longer-term value.…
The Paycheck Protection Program (PPP), provides loans and loan forgiveness based on borrower’s certifications and documentation provided by the borrower. The SBA has announced that it will begin auditing these applications once the filing of the forgiveness request is made. Due to the many and ongoing changes in guidance and rules, we recommend early filing for forgiveness, as the rules then in effect will govern the application. For example, the SBA just issued a procedural notice to those businesses/not for profits who are thinking of selling or merging their businesses, who will now need to notify their PPP lender of the contemplated transaction and provide…
Apple’s app store is one of the most popular in the world, which means you need to play nice with Apple if you’re creating an app and you want to get in front of the millions of people who use Apple’s store to download apps. But Apple takes a percentage of every payment made to an app creator through their app store, which is why it retaliated after Epic Games introduced a new in-app payment system within their videogame, “Fortnite”. Apple removed the game from its app store as soon as it became aware of the update to the popular…
In a unanimous opinion, the U.S. Supreme Court recently ruled that allowing nonsignatories to an international arbitration agreement to compel arbitration through domestic equitable estoppel doctrines does not conflict with the signatory requirement of the U.N. Convention on the Recognition and Enforcement of Foreign Arbitral Awards (known as the New York Convention). That case, GE Energy Power Conversion France SAS v Outokumpu Steamless USA, LLC, stems from a 2007 contract between a contractor and steel manufacturer for the construction of mills in the manufacturer’s steel plant. The plaintiff, an international subsidiary of the global power company, General Electric, had been…