With increasing regularity, businesses of all types announce strategic alliances, joint ventures or partnerships with other companies. Often, the particular alliance or partnership is touted as a vehicle that will produce significant benefits for both companies. Entering into a strategic alliance is perceived by management of each participating company as a key part of their broader business strategy. While these agreements have often been associated with technology-related businesses, the value of strategic alliances and the issues that arise when putting them into place are equally relevant for non-technology businesses. This article reviews what such agreements try to accomplish, why a… Read more

Nearly 18 months after the adoption of the Sarbanes-Oxley Act, the initial flurry of new disclosure rules and corporate governance regulations has subsided and generally slipped from the public eye. However, public companies need to be aware that many of the rules and regulations adopted by the SEC and other regulatory bodies under Sarbanes-Oxley are just now coming into effect. These rules will result in significant changes and additional disclosures in the annual reports and/or proxy statements filed by companies this year. Disclosure Controls and Procedures In August 2003, the SEC revised its rules on disclosure regarding a company’s “disclosure… Read more

Litigation resolves commercial disputes. However, litigation can be expensive. Litigation can also consume large quantities of the valuable time and energy of a company’s employees and owners. Parties to a lawsuit often spend many years pursuing expensive discovery, exchanging documents, taking depositions, fighting over what information should have been produced but was not, proceeding to trial, obtaining a judgment from either the judge or the jury, and appealing the judgment. More often than not, litigation can make even the victorious company ask: “Was it worth it?” For these reasons, many businesses include arbitration and mediation provisions in commercial contracts. Arbitration… Read more

Ms. Smith is the majority owner of ABC Company, a privately held Georgia corporation. Mr. Jones owns the remaining outstanding shares of ABC Company. After a falling-out, Mr. Jones goes to work for ABC Company’s largest competitor, XYZ Company. Ms. Smith suspects that Mr. Jones is using his ownership interest in ABC Company to gain access to company information which he is using to further the interests of XYZ Company to ABC Company’s detriment. Ms. Smith wishes to terminate her economic relationship with Mr. Jones, but Mr. Jones isn’t willing to sell his shares and she has no contractual right… Read more

The Madrid Protocol is a multinational treaty that will provide United States-based companies an international alternative to local or regional trademark registration systems. The protocol will allow a trademark to be registered in all selected member countries as of the submission date of a single application in the local trademark office. Each country’s trademark office will then evaluate the application against other registered marks according to national standards. U.S. trademark owners can file applications pursuant to the Madrid Protocol beginning on November 3, 2003. Although the Madrid Protocol does require that the mark be used in each country as governed… Read more

Virtually all of our clients have commercial real estate needs of some type, and most have leased some or all of their real estate locations. Despite this frequent need to negotiate real estate leases, we find that many of our clients are too quick to accept the landlord’s “standard form” lease, in large part because they do not understand the terms of the lease being presented to them or the most advantageous way to proceed with lease negotiations. The following is a list of some of the most common issues that clients need to address when leasing real estate. The… Read more

Military acronyms have filled the airwaves over the past few months as the United States won the war in Iraq and committed to rebuild that country’s deteriorated infrastructure and industrial complex. Although LSTK EPC may sound like just more military-speak, it’s actually a construction acronym for the standard design-build method for “turnkey” delivery of large scale construction projects like power plants and chemical manufacturing facilities.1 In lump sum or fixed price engineering, procurement and construction projects, the contractor generally provides design, procurement, construction and plant “start-up” services, allowing the project owner simply to “turn the key” and operate the completed… Read more

How can a client feel secure from the potential risk of having sensitive information fall into the wrong hands? In an extremely complex and competitive business climate saturated by consultants, technical advisors and outside experts, the sophisticated business owner might pause to consider one of the fundamental advantages of retaining legal counsel. By its very nature, the attorney-client relationship affords a distinct, invaluable right to have communications protected from compelled disclosure to any third party, including business associates and competitors, government agencies and even criminal justice authorities. ATTORNEY-CLIENT PRIVILEGE: DEFINITION The attorney-client privilege is the oldest privilege recognized by Anglo-American… Read more

HIPAA. That term is on the lips of virtually every healthcare provider and has been a constant area of concern over the last few years. Reviled by many providers and unknown to most individuals, HIPAA is poised to change the way the healthcare industry does business. HIPAA establishes, among other things, the first national standard for the protection of personal health information. While many providers have been protecting personal health information as a routine part of business, HIPAA is endeavoring to make the protections more noticeable to patients and more consistent nationally. But while most providers know about HIPAA, the… Read more

A physician spends years learning the subtleties of diagnosing ailments of the body and how to recognize almost imperceptible indicia of particular diseases. But at some point in his or her professional career, the average physician in the United States will confront another, equally daunting diagnostic task: determining whether to join a physician group in private practice. The physician’s professional training has likely left this type of diagnosis completely unaddressed. A physician who joins a group practice, however, without examining how its structure and operations will affect his or her participation in the group, is at risk of entering a… Read more