Tag Archives: small business

3 Legal Things to Do Differently in 2015

CFPjCOO21. Write a will

Nobody likes to think about the inevitable but life can change in an instant. Does anyone ever plan to have  a car accident or fall ill? Of course not. But we buy car insurance and medical insurance anyway. If you have children, own a business, or anticipate having a family, a last will & testament makes your assets and wishes known to the people who are important to you. Make 2015 the year you get your affairs in order!

2. Stop paying for speeding tickets.

Most people get a citation for speeding, running a red light, expired registration, or any other traffic violation, and they look up the ticket number online or call the court before the deadline and pay the fine. Big mistake! You are entitled to a jury trial in traffic cases. This means the state (usually the city or county in traffic court) has the burden of proving you committed the offense beyond a reasonable doubt.  Before you pay that ticket, think about calling an attorney to represent you. We are often able to get your ticket dismissed or your fines significantly reduced.

Even if you don’t want to try your case, many offenses are eligible for deferred disposition, also known as probation. If you take this option, you simply pay a fine and promise not to commit the offense again for a period of six months to a year, as determined by the court. If you can successfully avoid being pulled over during that period, your ticket will be dismissed.

3.  Think about Incorporating Your Business

Did you know that if you own a business as a sole proprietor in your own name, and you are sued in connection with your work, all of your assets are at risk?  If you’re a start up with no money, you may be considered “judgment proof,” but you will (probably) not always be broke, and it’s a good idea to plan for the future. In the event that you are even moderately successful in your business, it’s a good idea to consider incorporating your business. Not only does it protect your personal assets from creditors, but there are a number of tax benefits available to corporations that could save you some money around tax season.

If you’re interested in starting the year off on a proactive note, be sure to contact an attorney at (713) 574-8626 to schedule your initial consultation.

Protecting Your Trade Secrets Part 2: TUTSA to the Rescue!

 

If you own a business that has proprietary information of any kind (secret recipes, customer lists, technical data, etc.), you will be glad to know that Texas has enacted a law just for you. The Texas Uniform Trade Secrets Act (“TUTSA”) was modeled after the Uniform Trade Secrets Act (“UTSA”) authored by the Uniform Law Commissioners of the National Conference of Commissioners on Uniform State Laws in 1979. States without UTSA depend on the common law to resolve disputes over misappropriation of trade secrets. This creates great uncertainty for industry, particularly for companies that conduct business in more than one state, since the courts in different jurisdictions have made conflicting decisions on trade secret issues. Additionally, some important issues have never been adequately addressed in the common law. Variations in state law have created confusion about which law should be applied, and encourage litigants to “forum shop” or file their lawsuits in the jurisdiction with the most favorable laws.

Under the common law, some fundamental concepts were disturbingly unclear, including the precise definition of a “trade secret,” and the question of rights and equitable relief for businesses whose secrets have been improperly obtained and used. In the past, only experts in trade secrets law have been able to interpret the existing law. The uniform act was written to clarify rights and remedies, making the law comprehensible to a far broader segment of the legal profession. As a result, private industry should find it easier, and ultimately less expensive, to obtain competent legal assistance in protecting trade secrets. With these goals in mind, Texas became the 48th state to adopt its version of the UTSA. The adoption of substantially similar language to the uniform statute will make Texas’s trade secrets law more consistent with the laws of other states.

The Texas Uniform Trade Secrets Act went into effect on September 1, 2013.1 Similar to UTSA, the focus of TUTSA is primarily to codify Texas’s current trade secret law, while strengthening trade secret protections and providing greater certainty to misappropriation claims. The new statute can be found in Texas Civil Practice & Remedies Code Chapter 134A.

What Is Misappropriation?

Misappropriation means acquiring a trade secret by “improper means” or from someone who has acquired it through “improper means.” Things like theft, bribery, and misrepresentation are “improper means.” Misappropriation also includes disclosure and use of a trade secret acquired through “improper means.” If there is a misappropriation, the injured person may be entitled to injunctive relief and damages. If there is willful and malicious misappropriation, the injured party may be entitled to exemplary damages.

If you believe a former employee or competitor has gotten your proprietary information without your knowledge or consent, call us today at (713) 574-8626.

How to Protect your Business’ Trade Secrets Part 1

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This blog is specifically for business owners. If you have formulas, special recipes, client lists, or any other information you wouldn’t want your competitors to have, pay close attention. There are a few steps you can take that will protect your trade secrets and the livelihood of your business. Texas passed a new law called the TUTSA that will be discussed in detail later that is a boon to small business owners because it provides increased protection and secrecy during trade secret litigation. Before you get to that point, however, take heed to the following:

  1. Identify Trade Secrets

Businesses should identify what information is considered a trade secret. A trade secret is information with commercial value that has not been publicly disclosed by its owner. It may encompass elements such as business methods, strategic plans, customer lists, formulas, or product designs. Many businesses are faced with employees having access to their confidential information and data that they do not want to see being shared with a competitor.

2. Take Precautions during Hiring

When hiring from the competition, a company can fall into the cross hairs of a trade-secret enforcement action. The best practice is to take reasonable measures to respect competitors’ trade secrets such as using orientation training to educate employees about common types of trade secrets in your industry, along with how to use the company’s trade secrets. Require new hires to agree in writing not to mix their jobs with a former employer’s trade secrets.

3. Confidentiality, Non-Compete, and Non-Disclosure Agreements

Given the increased certainty in the law, businesses should consider choosing Texas as the governing law for their agreements as well as modifying their current agreements to reflect the recent changes.  As the ultimate determination of whether information constitutes a trade secret will be case specific, businesses should be able to demonstrate measures taken to safeguard trade secret information and should clearly identify such information as “confidential.”

4. Send Prompt Cease-and-Desist Letters

Your in-house counsel or legal department should send a cease-and-desist letter immediately upon learning that an ex-employee has landed a job with a direct competitor before that competitor has an opportunity to launch a new product or business initiative using any misappropriated trade secrets. The letter should specifically notify the competitor regarding the types of trade secrets the employee may have. A vague cease and desist letter will not put your competitor on notice to stop using your ex-employee’s confidential information, so be as specific as possible.

Conclusion

Businesses that get caught up in trade secret disputes and litigation often have to disclose some aspect of their trade secrets in order to prove or disprove allegations and claims.  This potentially causes much risk in pursuing or defending against trade secret-stealing former employees, competitors, and other thieves.  Now that Texas has enacted the TUTSA, hopefully many of the protections built in the law will help positively address these ongoing concerns and encourage trade secret owners to protect their proprietary information in a proactive way.

Lawyering 101 Part 2: That’s Not What I Bargained For

As a business person, I have gotten a few hints at how to read people thanks to a number of board meetings, sales conferences, etc. However, one thing has become abundantly clear to me in my 5 years of business and corporate experience: the phrase above is secretly lurking in the minds of all parties present at any negotiation.

“That’s Not What I Bargained For” sums up every single transaction…ever. My small business clients are so important to me because they are able to tell me exactly what they want, and usually, when pressed they can tell me exactly how they want “it” done. In these trying economic times, it is absolutely imperative for people to understand the basics of bargaining. For a brief history lesson, I want to tread lightly into the barter system. For a more thorough and entertaining lesson, please see here: http://www.time.com/time/magazine/article/0,9171,1931665,00.html?xid=rss-topstories

My prospective client has a productive small business. He needs counsel and advice on how to manage his money because he’s a young man, and he wants to send his intended to school. He also wants a motorcycle. I immediately told him to forget the motorcycle and rearrange his priorities. In return, he is designing a very unique piece of artwork for my personal collection.

A barter just happened.

How, Moss? Read the above paragraph one more time, and you can find the answer to your question.

He and I have built our relationship on a solid foundation of trust, integrity, and most importantly transparency. Prospective client works in a cash-based business, so when he has money in his pocket, understandably he wants to spend it. I’ve advised him to save more. Simple as that.

These and other values are constantly present at this law firm. It is my open and honest intention to maintain these core values throughout my practice, from my desk, to the legal assistant’s role, to the intern’s expectations of me. Have a productive Tuesday everyone.

Cheers!