Category Archives: Corporate and Business Law

To see articles written by our attorneys on a range of topics, just use the links to the right.
Own a business? You need a buy-sell agreement!

If you own a business, having a buy-sell agreement is a necessity.  Without it, a closely-held or family-owned business is in jeopardy in the event of the owner’s death, disability, retirement, divorce or bankruptcy, or if a dispute arises among the owners. A buy-sell agreement is a legally-binding contract among the owners addressing the terms…MORE

Author: Ronald E. Lyons 05/31/2017

What all employers should know about employees and social media

The use of social media is ubiquitous in the world today. The stark truth is: social media has revolutionized the way people communicate, and legal regimes and workplace customs must adapt. We have recently reviewed numerous handbooks for employers that include social media policies. Including these policies in employee handbooks is essential, as courts and…MORE

Author: What all employers should know about employees and social media 05/25/2017

Is that a fake check? Here’s how to find out.

Checks and cashier checks are still common forms of payment, but they, are increasingly used in fraud schemes.  Technological advances, such as high quality photocopiers, permit con artists to produce very convincing counterfeits and reproductions that often pass for genuine.  These fake instruments often contain information from real banks, depositors and their accounts, which makes…MORE

Author: Is that a fake check? Here’s how to find out. 04/26/2017

Employer FAQs regarding Montgomery County’s “Earned Sick and Safe Leave”

Are you an employer? Do you conduct business in Montgomery County or do your employees perform services there? Are any of these employees excluded from your company’s leave policies? If so, a new Montgomery County law means that you likely have to change your practices. Montgomery County enacted a new “Earned Sick and Safe Leave…MORE

Author: A. Howard Metro, Employer FAQs regarding Montgomery County’s “Earned Sick and Safe Leave” 11/28/2016

Earned Sick and Safe Law Takes Effect on October 1 in Montgomery County

Last year, attorney Julian Haffner flagged the news about how a new paid sick leave law will affect all employers in Montgomery County, MDeffective October 1, 2016. You may follow the link to review a more-detailed summary of the law and its implications, published when the law was first adopted in 2015. Now that its enactment is…MORE

Author: admin 09/29/2016

Required Updates to Your Partnership and Operating Agreements

Few of us still remember the acronym “TEFRA.”  It stands for the Tax Equity and Fiscal Responsibility Act of 1982.  TEFRA focused on standardizing audit procedures and closing tax loopholes. It is back in the news. The Bipartisan Budget Act of 2015 (the “Act”), which was signed into law last November, repeals the TEFRA audit rules and…MORE

Author: Ronald E. Lyons 05/25/2016

How Some Simple Recordkeeping Can Keep You Out of Court

Some people are born obsessive organizers.  Some are not.  And while it’s not our job to tell you that your desk needs organizing or your wallet needs thinning out, our litigation department is awash in cases where parties lacked a solid system for pro-active record keeping.  Sure, most of your dealings will conclude uneventfully, never…MORE

Author: S. Hayes Edwards Jr. 04/04/2016

MD Business Owners: April 15th Is Personal Property Tax Day, Too!

A change in Maryland policy in 2016 may put you at risk of missing an important tax deadline. As you know, if you own a business in Maryland (whether it’s an LLC or a corporation) or your business is registered to conduct business in Maryland, you must file Personal Property Tax Returns each year with…MORE

Author: Jeremy Hesselbein 03/17/2016

Avoid the Pitfalls of Teaming Agreements

Does your business ever join forces with others to go after government contracts? If you do, you should execute a teaming agreement to cover just how you will combine your resources. It’s a smart tactic for a smaller company that wants to obtain access to business that would otherwise be beyond its reach or capacity….MORE

Author: admin 02/05/2016

The Top 5 Hot Topics in Employment Law for 2016

This year, employers will face a number of challenges when it comes to managing, monitoring and maintaining their workforces. From providing paid sick leave and equal opportunity under state and municipal laws, to extending equal rights and benefits to transgendered employees, complying with these new obligations may require a change in the way you operate…MORE

Author: admin 01/27/2016

Creating Arbitration Agreements with Your Employees

Many employers routinely include mandatory arbitration agreements for resolving employment disputes with their employees. To the surprise of many employers, such clauses are often ruled invalid. To help assure that your agreement requiring arbitration of employment disputes is enforceable, be aware of the following factors: Consider using a separate, stand-alone agreement. Especially in the context of…MORE

Author: Ronald E. Lyons 08/19/2015

New Paid Sick Leave Law Affects All Employers in Montgomery County, Maryland

On June 23, 2015, the Montgomery County Council significantly altered your obligations as an employer by passing the Earned Sick and Safe Leave Act. You will now be required to provide paid sick leave to your employees at new, higher levels. It is estimated that this will affect as many as 90,000 private-sector employees who…MORE

Author: admin 07/07/2015

How to Keep Your Trade Secrets Secret

Does your business rely on information that you wouldn’t show to your competitors? If you don’t have a secure grasp on such trade secrets, you are at risk of losing these valuable assets with no way to recover them. The good news? You can easily protect a trade secret under Maryland and/or D.C. law, if…MORE

Author: S. Hayes Edwards Jr. 05/08/2015

A © Alone is the Wrong Way to Copyright Your Work

You’re an entrepreneur. You’re deal-focused. You’ve got your eye on the prize, and you can’t be bothered with unnecessary details. You are driven by the desire to get things done. So when you establish a relationship with a partner, a supplier, an employee, or a client, it’s easy enough to imagine you can skim over…MORE

Author: admin 04/16/2015

Is a Contract Really Necessary?

You’re an entrepreneur. You’re deal-focused. You’ve got your eye on the prize, and you can’t be bothered with unnecessary details. You are driven by the desire to get things done. So when you establish a relationship with a partner, a supplier, an employee, or a client, it’s easy enough to imagine you can skim over…MORE

Author: admin 04/16/2015

Maryland Home Improvement 101 for Consumers: Know Your Rights

You’ve chosen a contractor to perform your home remodeling or renovation, you’ve settled on the plans for the work, and you’ve planned how to rearrange your life around the work. But what if all doesn’t go according to plan? If not, you might find yourself in an uncomfortable and expensive situation. The Maryland Home Improvement…MORE

Author: S. Hayes Edwards Jr. 02/20/2015

This Deceptive Mailing Is a Good Reminder

Watch out. Some of our business clients are receiving official-looking documents that cite state laws about holding and documenting annual meetings. The pitch is for a service that will manufacture meeting minutes for $125, an unnecessary fee for a product of questionable value. Ignore this misleading mailing, but take it as a timely reminder. Like…MORE

Author: Lawrence S. Jacobs 02/12/2015

Watch Out for This Scam from Your “State Government”

A nationwide scam is now hitting our area. The scammers are accessing publicly-available records to generate fraudulent mailings to businesses and property owners, suggesting that you need to pay fees and submit extra documents in order to complete your transaction. To confuse you, the mailings often use misleading company names, designed to sound like official…MORE

Author: Lawrence S. Jacobs 12/21/2014

Maryland Home Improvement Contractors: Button Up Your Contracts

So you meet the requirements to be a licensed home improvement contractor in Maryland. You work hard to develop business, satisfy your clients, and build a reputation. But do your written contracts comply with the long list of requirements set forth in the Maryland Home Improvement Act (“MHIA”)? If not, you might find yourself facing…MORE

Author: S. Hayes Edwards Jr. 12/21/2014

Maryland employers, get ready for the new Parental Leave Act!

As of October 1, 2014, if you have 15-49 employees in Maryland, your business needs to be prepared to provide parental leave to anyone who is eligible. Here are a few key facts to help you determine if you will be affected and how to comply. Am I subject to the Parental Leave Act (PLA)?…MORE

Author: admin 09/25/2014

When Will New Minimum Wage Requirements Affect Your Payroll?

Get ready. As early as October 1, 2014 higher minimum wage requirements begin to take effect around Maryland. That’s the date when new local laws start to impact businesses in Montgomery and Princes George’s Counties. Elsewhere in Maryland, new statewide requirements (which are lower than those in Montgomery and Prince George’s) take effect a few…MORE

Author: Michael A. Faerber 07/31/2014

Top Five Employment Action Items for 2014

With Spring upon us, it is a great time to review your employment practices, ensure compliance with any new laws, and make updates to protect your business.  Here are a few easy steps to take: Hold your annual Sexual Harassment and Discrimination training. Your business’s best line of defense against sexual harassment or discrimination claims…MORE

Author: admin 03/21/2014

Beware of the “Harmless” Letter of Intent

When you sign a “non-binding” Letter of Intent or Term Sheet before negotiating a lease, you might logically believe that you will not be bound by it. Unfortunately, based on recent trends and case law, that is not true. Letters of Intent and Term Sheets (both referred to as “LOIs” here) serve the same purpose:…MORE

Author: A. Howard Metro 12/06/2013

Maryland and District of Columbia Employers Alert: New Legislation on Wages

On October 1, 2013, both Maryland and District of Columbia employees were given powerful tools to collect unpaid wages from their employers. These new remedies have the potential to cause significant problems for employers. If you are a business owner, it is imperative that you understand these new laws and take steps to minimize your…MORE

Author: admin 12/04/2013

What Should You Consider When Negotiating a Restaurant Lease?

Owning and operating a restaurant business can be exciting, fast moving, exhausting and scary, all at the same time. You may have a certain vision of how you want your restaurant to look and run. However, before that vision can come to life, there are many issues during the lease negotiation to consider –details that…MORE

Author: Michael A. Faerber 10/31/2013

Big Issues, Short Takes – June 2013

“Rain Tax, Rain Tax, Go Away!” You can chant “Rain Tax, Rain Tax, go away”, but it won’t stop Maryland’s new levy, implemented to offset the costs of runoff from impervious surfaces into the Chesapeake Bay. The Rain Tax affects you if your home, business or non-profit is located in Montgomery, Prince George’s, Frederick, Anne…MORE

Author: A. Howard Metro 07/01/2013

How Your Business Can Prevent Wage Discrimination Claims

Do you have a fair and well-thought-out policy for how your business sets employee compensation? It can go a long way towards preventing a claim for discrimination. A recent federal case arising out of Arkansas illustrates this point. Lakishia Hill was an employee for the City of Pine Bluff, working in its office of Inspection…MORE

Author: Ronald E. Lyons 05/16/2013

Big Issues, Short Takes – May 2013

Independent Contractors – Construction Many federal and state agencies are auditing employers to make sure they are properly classifying their workers as employees or independent contractors. A recent District of Columbia law, the Workplace Fraud Act, presumes that workers in the District of Columbia construction services industry are employees unless the employer can otherwise demonstrate that the…MORE

Author: Donna M. McMillan 05/15/2013

10 Things to Check Before Signing a Commercial Lease

A commercial lease is one of the largest financial and legal commitments a business makes. So before signing a lease, you should ask your attorney to review it to understand what costs, responsibilities and liabilities the landlord is passing on to you as the tenant. You should also determine which, if any, terms you can…MORE

Author: Michael A. Faerber 03/29/2013

Big Issues, Short Takes – April 2013

Cyber Security – Stronger Passwords A few years ago, we thought 8-character passwords were strong. Then the Georgia Institute of Technology tested 8-character security using commonly available programs and cracked the passwords in two hours. But it would take thousands of years to crack a 12-character password using the same technology. Moral of the story:…MORE

Author: A. Howard Metro 03/29/2013

The Mistake – “Just Sign Here” Software Development Contract Problems

Businesses often call us about disputes involving signed contracts that require payments of thousands of dollars for software development, although the software was never fully developed or made functional. Unfortunately, our assistance would have been far more valuable before the software development contracts were signed. Too often, form software development contracts protect only the developers….MORE

Author: A. Howard Metro 03/01/2013

Terminating Your Employees: The Final Paycheck

When an employer terminates an employee, it can easily expose itself to liability by not issuing the final paycheck on time. Not surprisingly, this subject is heavily regulated by the states. Sometimes companies hold on to the last paycheck until all company property is returned. Employers should NOT do this because it is often prohibited…MORE

Author: admin 01/24/2013

Corporate Compliance – Is Your Business Ready for 2013?

The New Year is typically a time of reflection and planning for individuals. It is also a great time for your business to catch its breath and do the same thing. Many companies use the beginning of a new year to audit legal issues and consider such items as: Are we in compliance with all…MORE

Author: admin 11/21/2012

Lawyer-to-Lawyer: Beware of the Limited Liability Defaults

Effective October 1, 2012, amendments to the Maryland Limited Liability Act require that attorneys review and evaluate the impact of the LLC Act’s default rules on their clients. If the following topics are not addressed in the Operating Agreement then the LLC will require unanimous consent of its Members to take any of the following…MORE

Author: admin 11/21/2012

Copyrights In Your Business

Most businesses do not realize that they use copyrighted work every day. Whether the business or someone else owns the copyright, these rights are common in the business place. If your employee designs marketing materials then your company owns the copyright to those materials. If those marketing materials contain a photograph from the internet, someone…MORE

Author: admin 10/31/2012

Who Owns the Premises When Determining Liability?

Can a mere real estate investor be liable for hazardous conditions in properties owned by others? That is not as clear as one might hope. A recent Maryland case sought to determine who the “owner” of an apartment was for purposes of assessing liability for an occupant’s exposure to lead paint. Many different parties were…MORE

Author: Ronald E. Lyons 09/28/2012

Business-Owner Beware: Adverse Provisions in Commercial Leases

A lease for the office building in which your business operates is essential. Unfortunately, these documents also tend to be very long and complex. The average commercial lease is 30 pages long, and filled with fine print which the typical business owner is not equipped to understand, much less negotiate. Unlike a landlord who drafts…MORE

Author: admin 09/05/2012

Trade Name or Trademark?

Business owners and attorneys, alike, often confuse trade names with trademarks. Sometimes, they can be the same name but their legal significance is quite different. Trade Name Many businesses have a legal name but do not carry out business or hold themselves out to the public with that name. Instead, these businesses use their trade…MORE

Author: admin 07/31/2012

But the Employment Manual was on the Internet!

So often, we hear this from our clients who use employment manuals drafted by attorneys or human resource managers, which were posted on the internet. Unfortunately, more often than not, the manual does not comply with the appropriate laws and is not narrowly tailored to meet the needs of the employer’s unique business. This could…MORE

Author: A. Howard Metro 07/31/2012

Timing of Termination Following Leave May Evidence Retaliation Claim

A recent case from the First Circuit has held that the timing between an employee’s leave of absence and his subsequent termination of employment may be sufficient to establish a Family and Medical Leave Act (FMLA) retaliation claim. In Pagan-Colon v. Walgreens of San Patricio, Inc., Juan Pagan was employed as an assistant manager by Walgreens….MORE

Author: Ronald E. Lyons 07/12/2012

Beware of the Form Contract (Part One): Business-to-Business Terms and Conditions

In an effort to promote commercial success, most businesses rely upon contracts, generally written by attorneys, which contain the business’ “standard terms.” Proprietors are often told that these contracts are not negotiable, and they frequently sign such agreements regardless of the incredibly burdensome provisions. However, most of these provisions can be mitigated, if not completely…MORE

Author: admin 05/31/2012

Maryland Benefit Companies: For-Profit and For-Public Benefits

Do your shareholders want to protect the environment, improve human health, or promote the arts? AND make a profit? In the past, the laws and custom of the United States only supported one or the other. Businesses are either devoted to making money for their shareholders or helping the community. Recently, this has begun to…MORE

Author: admin 04/25/2012

Trademark Issues for Small Business: How to Protect Your Trademark

You own “Awesome Bagels” the best bagel place in the Washington Metro area. You have four locations in Gaithersburg, Chevy Chase, Silver Spring and Columbia Heights. Your stores have been reviewed by numerous magazines and newspapers as the “Best Breakfast Place,” “A Local Gem,” and “A Must Try.” Everyone talks about those “Awesome Bagels.” After…MORE

Author: admin 03/21/2012

What is a Hot Issue in Employment Law? Misclassification of Employees as Independent Contractors

Background We advised our readers a few months back about the IRS’s new Voluntary Classification Settlement Program (VCSP). The VCSP offers employers that have misclassified their employees as independent contractors the opportunity to remedy their misclassifications and comply with the appropriate employment laws prospectively. The program began in September 2011 and, to date, a termination…MORE

Author: Lynn Perry Parker 03/07/2012

Legal Concerns for Adventure Sports and Outdoor Organizations: Basic Questions

Organizations and businesses that operate adventure sports and/or outdoor activities confront special legal issues that their executives need to consider. This introductory article seeks to address those issues and provides basic guidance for assessing the need for legal advice specifically tailored to an outdoor/adventure organization. First Basic Issue: Waivers. Most organizations that allow participants to…MORE

Author: Adam Van Grack 12/09/2011

Recapitalizing Your Business to Maintain Control

A major challenge for closely held family businesses is how to transfer ownership to the next generation without losing control. For some closely held family businesses, the owner will take whatever steps are necessary to maintain control over his business even if it means a viable succession plan is not put into place. Relatively few…MORE

Author: Ronald E. Lyons 11/29/2011

Tradesecrets: Protect Them or Lose Them

Every business has trade secrets consisting of confidential and proprietary information such as its business processes, marketing plans and client and price lists, all of which are integral to the success of the business. The absence of affirmative action by the business owners to protect trade secrets can be catastrophic. The primary threats to a…MORE

Author: A. Howard Metro 08/16/2011

Monthly Tax Tip: Payment of Payroll Taxes

Many businesses use a payroll service to file and remit their payroll tax payments. The use of a payroll service simplifies business’ payroll responsibilities because the business itself does not have to worry about the weekly or bi-weekly deposits or calculating employee withholdings. When using a payroll service, business owners need to be aware that…MORE

Author: Robb A. Longman 07/27/2011

When a Guaranty Is Not a Personal Guaranty

A recent case from the Maryland Court of Special Appeals addressed the issue of whether the guaranty of a managing partner of a limited liability company triggered personal liability. In the case of Uduak J. Ubom v. SunTrust Bank, the Court focused on the nature of the signature by the managing partner of the LLC under…MORE

Author: Ronald E. Lyons 05/31/2011

Annual Report Nightmares: Forfeitures and Deficiencies

To maintain good standing, entities formed in Maryland, Virginia and the District of Columbia, such as corporations, limited liability partnerships, limited liability companies (and the list goes on…) must file annual (Maryland or Virginia) or biennial (District of Columbia) reports (annual reports for cooperatives/associations), pay fees and in some states taxes, based on the report…MORE

Author: A. Howard Metro 03/08/2011

Maryland “Healthy Retail Employee Act”

Effective March 1, 2011, the Maryland Healthy Retail Employee Act (“Act”) went into effect. The new law requires retailers to provide their employees with mandatory shift breaks depending upon the number of hours worked. The Act applies to employers engaged in a retail business or retail franchise having the same trade name with 50 or…MORE

Author: Ronald E. Lyons 03/03/2011

Highlights of Small Business Jobs Act of 2010

The 2010 Small Business Jobs Act has been passed by the Senate on September 16, 2010 and the House on September 23, 2010 and is expected to be signed into law by the President shortly. The Act includes a wide-ranging assortment of tax breaks and incentives for small business, paid for with various revenue raisers….MORE

Author: David W.Hotes 10/04/2010

Employee Noncompete Agreements Unenforceable? Wrong!

Noncompete Agreements – Why Bother? So often we hear that noncompete agreements are not worth the paper they are written on. Whether that statement is true or not depends on what is written on the paper. Earlier this year, the United States District Court of Maryland unequivocally confirmed that employee noncompete agreements are enforceable in Maryland! TEK-systems, Inc….MORE

Author: Lynn Perry Parker 07/13/2010

Individual Member of LLC Subject to Personal Liability

Section 4A-301 of the Corporations and Associations Article provides that a member of a Limited Liability Company (LLC) is not “personally liable for the obligations of the LLC, whether arising in contract, tort or otherwise, solely by reason of being a member of the LLC.” In what may prove to be a landmark decision, the…MORE

Author: Ronald E. Lyons 04/27/2010

Beware of Extending Credit Terms Far Beyond Your Custom and Trade

Notice of a client’s or customer’s bankruptcy filing can strike fear in the heart of the most experienced business person. Even after the initial shock has worn off, the same business person may be served with a frightening complaint in which the bankruptcy trustee is attempting to avoid a preferential transfer by the client, now…MORE

Author: Anne E. Braucher 04/25/2010

Major Changes in Health Insurance Coverage

There are a number of important changes for both employers and individuals included in the new 2010 Health Care Act (as amended by the Health Care Reconciliation Act) that are effective immediately. These changes confer a real benefit on small businesses as well as individuals with young adult children. Individuals with children who have not…MORE

Author: admin 04/13/2010

Reduced Pay on Longer Shifts to Minimize Overtime Expense

The issue of whether an employer can reduce the rate of compensation to its employees who choose to work extended hours has been answered in the affirmative. In a case out of the 9th Circuit, the Court said that such actions were permissible by the employer as a strategy to control overtime expense so long…MORE

Author: Ronald E. Lyons 03/23/2010

With the Internet There Is No Need for Lawyers. Wrong!

Case #1: A client, who recently used an agreement that he found on the internet, called us for help. The agreement was used to hire a subcontractor for a $100,000 task to be performed over several months, yet payable at a daily rate of $1,500 per consultant. The agreement had a beginning and an end…MORE

Author: A. Howard Metro 12/21/2009

Employee Theft – Can It be Avoided?

Be careful of the thief who masquerades as your bookkeeper. The law is not as kind to employers as it once was. Recently, McMillan Metro, P.C. was called upon to represent two different employers for claims of employee theft, with one claim involving over $1M. What happens when someone inside your business forges your signature…MORE

Author: A. Howard Metro 12/21/2009

Have You Reminded Your Employees of the Duty of Loyalty?

All employees are subject to an array of implied common law duties arising from the unwritten contract requiring the employer to pay wages in exchange for the employee’s performance. While the duty of loyalty provides protection for the employer as well as a powerful enforcement instrument, it is often overlooked and ignored. Too often employees…MORE

Author: A. Howard Metro 11/17/2009

New Legislation Targets Minority Contracting Fraud

Under a new Maryland law that went into effect last month, contractors that rely upon minority-owned companies in bids for the award of state construction projects but which fail to use such companies will be subject to felony charges. The new law, which went into effect as of October 1, 2009, provides for a maximum…MORE

Author: Ronald E. Lyons 11/13/2009

Commercial Lease Workouts – Issues to Consider During Initial Lease Negotiations and During the Leas

Given the effect of the economy, many companies find themselves struggling to make rent payments. Companies may want to consider discussing rent abatement, rent deferrals and/or other concessions with their Landlords. The types of relief that may be available to a Tenant will differ depending upon a number of circumstances and each Landlord may react…MORE

Author: Michael A. Faerber 11/03/2009

Year End Acquisitions for Year End Deductions

With all of the turmoil in our economy, it would be easy to just hunker down and tighten the belt. There are, however, some real economic incentives to purchase certain machinery and equipment that will substantially boost your 2008 deductions. Under the Economic Stimulus Act of 2008 (the “Act”), there is a 50% bonus first…MORE

Author: Ronald E. Lyons 12/05/2008

Brokerage Company Insurance under the Securities Investor Protection Corporation

The Securities Investor Protection Corporation (hereinafter “SIPC”) insures investment accounts in the event of the failure of a brokerage firm that is covered by SIPC (the “covered brokerage firm”). Under SIPC, brokerage accounts in a covered brokerage firm are insured up to $500,000 per account. This may include $100,000 held in the account as cash….MORE

Author: Lona L. Feldman 10/10/2008

Update on Money Market Guarantees

The U.S. Treasury Department’s Temporary Guarantee Program for Money Market Funds guarantees a $1.00 share price of participating money market fund, if those shares were held on close of business September 19, 2008. The guarantee is triggered if a participating fund liquidates its assets as a result of its net asset value falling below $.995…MORE

Author: Lona L. Feldman 10/10/2008

New FDIC Coverage Limitations

The Emergency Economic Stabilization Act, signed into law on October 3, 2008, has raised the Federal Deposit Insurance Corporation insurance limits on bank accounts in FDIC insured banks to $250,000 per covered account. This increase is effective for the period October 3, 2008 through December 31, 2009. As a general rule, an individual can have…MORE

Author: Lona L. Feldman 10/09/2008