Ethos Business Law

A Legal Hold is the process an organization uses to preserve all forms of relevant information when litigation is reasonably anticipated.  There has been a flurry of judicial decisions in this arena recently, so it is a good time to refresh your policies and procedures on this topic.

Take a look at this article published by Corporate Counsel.  It has a great discussion on an enlightened approach to Legal Holds and discusses what an organization should hold on to in today’s legal web.  A Legal Hold process is not one-size-fits-all.  It must be tailored to the organizaion and the facts at hand.  That being said, here are some tips from the article to consider:

1. Know Where You Are Going, Then Construct Your Legal Hold Process.
2. Have A Written Legal Hold Process — and Stick To It!
3. Know That “Stuff Happens” — Don’t Let Perfect Be The Enemy Of Good.
4. Don’t Over-Preserve.
5. Seek Legal Counsel Early.

If you need further guidance on the Legal Hold process or need a business-focused approach to your legal matters, feel free to contact attorney David Baer at david.baer@ethoslaw.com or 612.767.3311.

You check out an indispensable email checklist posted by Seth Godin.  In my opinion, this is required reading material for anyone that uses email for business, or frankly, for personal use.  I re-posted the list below, or you can go here for Seth’s original post.

1. Is it going to just one person? (If yes, jump to #10)
2. Since it’s going to a group, have I thought about who is on my list?
3. Are they blind copied?
4. Did every person on the list really and truly opt in? Not like sort of, but really ask for it?
5. So that means that if I didn’t send it to them, they’d complain about not getting it?
6. See #5. If they wouldn’t complain, take them off!
7. That means, for example, that sending bulk email to a list of bloggers just cause they have blogs is not okay.
8. Aside: the definition of permission marketing: Anticipated, personal and relevant messages delivered to people who actually want to get them. Nowhere does it say anything about you and your needs as a sender. Probably none of my business, but I’m just letting you know how I feel. (And how your prospects feel).
9. Is the email from a real person? If it is, will hitting reply get a note back to that person? (if not, change it please).
10. Have I corresponded with this person before?
11. Really? They’ve written back? (if no, reconsider email).
12. If it is a cold-call email, and I’m sure it’s welcome, and I’m sure it’s not spam, then don’t apologize. If I need to apologize, then yes, it’s spam, and I’ll get the brand-hurt I deserve.
13. Am I angry? (If so, save as draft and come back to the note in one hour).
14. Could I do this note better with a phone call?
15. Am I blind-ccing my boss? If so, what will happen if the recipient finds out?
16. Is there anything in this email I don’t want the attorney general, the media or my boss seeing? (If so, hit delete).
17. Is any portion of the email in all caps? (If so, consider changing it.)
18. Is it in black type at a normal size?
19. Do I have my contact info at the bottom? (If not, consider adding it).
20. Have I included the line, “Please save the planet. Don’t print this email”? (If so, please delete the line and consider a job as a forest ranger or flight attendant).
21. Could this email be shorter?
22. Is there anyone copied on this email who could be left off the list?
23. Have I attached any files that are very big? (If so, google something like ‘send big files’ and consider your options.)
24. Have I attached any files that would work better in PDF format?
25. Are there any or other emoticons involved? (If so, reconsider).
26. Am I forwarding someone else’s mail? (If so, will they be happy when they find out?)
27. Am I forwarding something about religion (mine or someone else’s)? (If so, delete).
28. Am I forwarding something about a virus or worldwide charity effort or other potential hoax? (If so, visit snopes and check to see if it’s ‘actually true).
29. Did I hit ‘reply all’? If so, am I glad I did? Does every person on the list need to see it?
30. Am I quoting back the original text in a helpful way? (Sending an email that says, in its entirety, “yes,” is not helpful).
31. If this email is to someone like Seth, did I check to make sure I know the difference between its and it’s? Just wondering.
32. If this is a press release, am I really sure that the recipient is going to be delighted to get it? Or am I taking advantage of the asymmetrical nature of email–free to send, expensive investment of time to read or delete?
33. Are there any little animated creatures in the footer of this email? Adorable kittens? Endangered species of any kind?
34. Bonus: Is there a long legal disclaimer at the bottom of my email? Why?
35. Bonus: Does the subject line make it easy to understand what’s to come and likely it will get filed properly?
36. If I had to pay 42 cents to send this email, would I?

If you need further guidance on email etiquette or policies or need a business-focused approach to your legal matters, feel free to contact attorney David Baer at david.baer@ethoslaw.com or 612.767.3311.

I recently came across a great article here that gives an interesting discussion on how entrepreneurs and lawyers can work together.

If you have had a struggled relationship with you counsel, take a look — this will give you some great pointers.  Or, for a business-focused approach to your legal matters, feel free to contact attorney David Baer at david.baer@ethoslaw.com or 612.767.3311.

Recently, a number of my clients have outsourced manufacturing to international companies.  While this is a multi-faceted decision involving price, security, expertise, logistics, convenience and many other factors, I put together a brief list of items you should consider when evaluating an international manufacturing relationship:

• Know your manufacturer
• Know the culture
• Compare similar metrics between manufacturers (apples to apples)
• Independently research the manufacturer’s reputation
• Carefully review the manufacturer’s financial performance
• Visit the facilities
• Conduct a factory audit
• Consider intellectual property rights and protections
• Determine responsibility for product specifications, changes and improvements
• Agree to detailed commercial terms
• Understand and apportion currency risks
• Understand “hidden” costs, such as transportation, import duties, VAT and other incidental costs
• Consider independent testing of your products
• Know the legal and regulatory landscape that affects your manufacturing and importing
• Have a back-up plan or second source — avoid single-source situations
• Have a reverse logistics plan from the start
• Be sure to negotiate a solid warranty and indemnification
• Consider recall and product liability exposure
• Consider how to best approach a dispute in another country
• Execute a detailed Manufacturing Agreement BEFORE you start to source products

If you have any thoughts to add to this post, please provide comments below.

For more information or help with an international manufacturing relationship, please contact attorney David Baer at david.baer@ethoslaw.com or 612.767.3311.

“50% of all marriages end in divorce.”  We have all heard about the divorce rate in America.  But, did you realize that many business relationships end in divorce as well?  Business partners often have ties to each other that are as significant (or more significant) than those of married couples.  Thought and planning as you structure your business relationship can save you from significant stress and expense in the event of a business divorce.  Moreover, thoughtful planning on these issues will help flush out potential problems in advance and allow you to resolve them before they lead to a business divorce.

Here are a few items to think about so that your business can avoid a business divorce:

• Have you worked with an attorney to formalize the relationship with your business partners?
• Do you have a Shareholder Agreement or Member Control Agreement?  Is is current and up to date?
• Do you have a buy-sell arrangement?  Is is current and up to date?
• Have you agreed upon transfers of equity and succession plans?
• Do you have a current valuation for the business?
• Have you been keeping accurate corporate records?
• Have you considered life insurance for the business owners?
• Do you have a dispute resolution process in place?

If you are thinking about a business venture with another person, or currently have one or more business partners, you really need to address these items as well as others so that you are prepared for your business partnership and mitigate the possibility of a business divorce.

For more information, please contact attorney David Baer at david.baer@ethoslaw.com or 612.767.3311.

In a previous post, here, I discussed the importance of a board of directors for private companies.  I want to dig a bit deeper into the specific issue of who you should invite to be on your board of directors.  While at first thought this might be a resting spot for executives, friends and family, thinking more strategically about your board composition will provide significant advantages to your business. Read the rest of this entry »

I recently came across this video that discusses the basic topic of motivating people.  I think you will be very surprised at what the research actually shows.  Next time you need to motivate your employees, think about these simple concepts.

(Hat Tip:  Darin Lynch — Thanks!)

“One really good attorney essentially takes the place of three outside counsel.”

This view was expressed by the Vice President, Associate General Counsel and Chief Compliance Officer at Best Buy Enterprise Services Inc. in the May 2010 issue of Inside Counsel.  “Their ability to triage, to understand an issue as it’s coming in, can save me immense amounts of outside counsel fees and in-house resources.”  But why is this approach reserved only for in-house counsel — it is not.

Perhaps the distinction is not whether an attorney works in-house or outside, but whether the company has found the right attorney.  Companies must seek out counsel that understand what it is like to live with decisions in a business environment — not those who just make insulated and unpractical recommendations.  The difference between a really good attorney that can triage issues and solve problems and “outside counsel” is not the location of the attorney, but their skill, experience and approach.

The General Counsel Hotline provides a business-centric, proactive tool to allow clients the luxury of in-house counsel at a fraction of the cost.  See how this program can turn three of your outside counsel into one.

Here is a follow-up report by CBS News on the hidden dangers of digital copiers.  The original report is here.  Massachusetts Congressman Ed Markey called for an investigation by the Federal Trade Commission — concerned most Americans don’t know their information can be compromised.  “We have to do a lot more to insure that the public and corporations know this,” Rep. Markey said, “and that absolute security is applied to copy machines across our country.”

What do you think?

(Hat Tip: Michael Mason Norman, ED.D. — Thanks!)

Did you know that most digital copiers have a hard drive?  Did you know that every copy on these machines is recorded and stored on that hard drive.  So, what happens when that copier (and hard drive) leaves your office?  Take a look at this CBS News report:

Bottom line:  make sure you take appropriate precautions to erase the hard drive when you get rid of your digital copier.