Category: Corporate & Business law
All About NDAs (And Why Your Business Needs Them!)
September 12, 2024 | Carole Clark Isakson
This blog focuses on the many times your business will need an NDA—and why printing one from the internet might not accomplish what you need. A Non-Disclosure Agreement (NDA) is a binding document that restricts one party or multiple parties from disclosing certain information that is to be shared. Key points: An NDA can be in favor of only one party or cover all of them. Don’t assume the NDA that is presented to you covers your information unless it specifically says it does. The NDA should state its purpose. If there is a question later about how to interpret the document, knowing why the parties entered into it in the first place will help. The document will include a definition of “Confidential Information” which may need to be revised to reflect your specific data. The NDA will state how the Confidential Information can be used and by whom. Pay attention to this section, and make sure that the other party is responsible if its representatives wrongfully disclose or use your information. A common provision in more current NDA forms will provide for the destruction of the information under certain circumstances. Your attorney will ensure this is correctly drafted to protect your information and address the fact that electronic records may live forever. A well-crafted…
Read MoreThe Ever-Changing Landscape of Non-Compete Agreements | Part 1/4: A Summary of Minnesota’s Non-Compete Laws
August 19, 2024 | Kristin Kingsbury
Key Takeaways Under Minnesota State Law: Businesses should not use non-compete agreements for their employees and should not be including non-compete language in their employee handbook or onboarding processes anymore. Existing non-compete agreements entered before July 1, 2023, are still valid, so long as they are reasonable. Good Practice: Conduct due diligence on current agreements to verify that sufficient protections exist. Assess employees’ access to trade secrets to ensure business interests are being properly protected. Review venue provisions in form employment contracts. Review and strengthen less restrictive alternatives (e.g., NDAs, non-solicitation agreements, trade secret law, forfeiture provisions, etc.). Consult with an experienced attorney to determine the best courses of action for your specific situation. This is Part One of a Four-Part series on recent developments in non-compete law. This article details the nuts and bolts of the Minnesota statutory prohibition on non-competes, effective July 1, 2023. The next article will outline the Rule promulgated by the Federal Trade Commission (FTC). The third article in the series will summarize litigation attacking the FTC Rule. The fourth and final article in the series will address practical guidance going forward, including the impact of the United States Supreme Court reversing the Chevron doctrine on the FTC Rule – in whatever form it may be considering the…
Read MoreGet Your Company Records Right with Help from BGS
July 10, 2024 | Carole Clark Isakson
Almost weekly, I am contacted by a small business owner who needs their company’s corporate records to be “updated.” This “update” request is usually prompted by ownership changes, the sale of the company, or a potential lender doing its due diligence. In all cases, those other parties want to make sure that the company they are buying or investing in has been properly formed, is properly managed, and has designated those with authority to bind the company. And—in at least half of these cases—the reason the company records need updating is because the owners initially formed the entity without legal help. Many people know that the Minnesota Secretary of State provides forms for the initial Articles, but this is not enough. If all you do is file the Articles, you have done nothing more than create a shell of a company. It is unlikely that a lender will be satisfied with this, and anyone buying your company (except perhaps another existing owner) will insist that the company records be completed and corrected. Filing Articles of Incorporation (for a corporation) or Organization (for an LLC) is only the first step. To complete those online, you will need the following: Proposed name of the entity Registered office and agent How many shares are authorized (in the case of a…
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