Category Archives: Corporate and Business Law

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Don’t DIY Your LLC

Over the last 20 years, limited liability companies have become the preferred way of doing business for many small and medium-size enterprises.  That is primarily due to the fact that LLCs are easier to form than corporations. Unfortunately, that simplicity lulls many people into trying to do it themselves or working with forms provided online….READ MORE

Author: Lawrence S. Jacobs 02/22/2023

DC Non-Compete Law Becomes Effective October 1, 2022

The District of Columbia’s new law banning most non-compete agreements becomes effective on October 1, 2022. The new law concludes a lengthy process in which DC has adopted laws to regulate this area, and then amended them before they went into effect. The current version of the law addresses some problems in the prior versions,…READ MORE

Author: Andrew H. Milne 09/21/2022

The Shifting Landscape of Employee and Wage Claims

Employers face the constant challenge of regulatory requirements, which keep changing.  To further complicate matters,  compliance with employment obligations to employees varies from the employer’s home state to other states where remote employees work.  An employer’s compliance failure, regardless of whether it was inadvertent or minor, could provide an employee with an opportunity for an…READ MORE

Author: Jose L. Espejo 05/24/2022

It’s Time to Care About a New Maryland Paid Leave Law

Maryland employers have a new paid leave law to prepare for.  The Time to Care Act (TTCA) will create paid family and medical leave benefits for many Maryland employees, including employees working for many small businesses.  The good news is that there is time to prepare for this new law, as it will be phased…READ MORE

Author: Andrew H. Milne 05/23/2022

Beware of Treble Damages for Late Payment of Wages

Massachusetts, like Maryland and the District of Columbia (which has a liquidated damages provision requiring 4 times the wages due), has treble damages when wages are late. According to the Massachusetts statute, the terminated employee must be paid all wages due on the date of discharge, while an employee who resigns must be paid by…READ MORE

Author: Jose L. Espejo 04/13/2022

Succession Planning for Professional Practices

Doctors, lawyers, accountants and other professionals face particular challenges in their succession planning. Unplanned exits are at high risk for losing clients, revenue, and good will.  Client replacement costs and other continuity challenges abound for the remaining partners and staff. On the other hand, an action plan to maximize profit in the sale of a…READ MORE

Author: Ronald E. Lyons 10/13/2021

Should You Relax Your Workplace Masking Policy?

As the pandemic wears on and effective vaccines roll out to many adults, employers and employees are hoping to stop wearing masks in the workplace.  To reduce labor risks, we advise employers to keep a workplace mask policy in place, remind all employees that the policy remains in effect, and directly address employees who do…READ MORE

Author: McMillan Metro Editor 04/13/2021

New Year, Same Pandemic

As we begin 2021, we are still faced with Covid-19 affecting every part of our lives.  While hope is on the horizon as vaccines are being produced and distributed, we must continue to proceed thoughtfully as we face these challenges. Besides the changes that the vaccine will bring, there are several important updates from the…READ MORE

Author: McMillan Metro Editor 01/07/2021

Maryland Governor and Montgomery County Executive Impose New Covid Restrictions on Many Local Businesses

Effective November 10, Governor Hogan, by Executive Order, has imposed or restored certain Covid restrictions against the ability of Maryland businesses to fully operate.  The Governor’s Order also allows counties to impose more restrictive regulations: Montgomery County did just that by imposing a more restrictive regulation (also effective November 10). Both Orders primarily limit business…READ MORE

Author: Peter E. Ciferri 11/11/2020

How To Tell If A Check Is Fake

As online shopping continues to grow, consumers are relying more than ever on issuing payment for those transactions remotely.  Despite the appeal and convenience, especially during a global pandemic, many transactions continue to be paid for with traditional checks, including  cashier checks.  The appeal of checks is due to the sense of security that the…READ MORE

Author: Jose L. Espejo 10/16/2020

Failed To File Personal Property Tax Return? CASE DISMISSED

In a recent case,  the Court of Appeals of Maryland dismissed the appeal of a Maryland limited liability company (“Company”) in a breach of contract action because the Company failed to file a personal property tax return.  After September 30, of each year, the Comptroller of Maryland issues a proclamation with a list of every…READ MORE

Author: A. Howard Metro 09/27/2020

Reopening Your Business: What If I Have to Shut Down Again?

By now, most business owners have read the emerging scientific news that the COVID-19 pandemic may linger for one to three years. Alongside this “lengthening” of the curve, the media is filled with coverage of the political, social and economic pressure to re-open and significant concerns from employees that their workplaces will not be safe…READ MORE

Author: McMillan Metro Editor 07/16/2020

Reopening Your Business: 9 Steps To Reduce Labor Risks

Re-opening your business is the hot topic as local and state governments relax COVID-19 shelter in place orders. Regardless of industry, most small businesses need to address core labor issues and evaluate what additional industry-specific concerns should be addressed. Both valid and specious employment claims are already on the rise due to a combination of…READ MORE

Author: McMillan Metro Editor 05/28/2020

Will Women At The Board Table Make Maryland More Competitive?

The state legislature is betting the answer for Maryland companies and nonprofits is “yes” and has modified the state’s tax law to require gender representation data to be reported by most companies and larger non-profits on annual business tax returns.  Citing a long list of corporate reports, the legislation concludes that the state has a…READ MORE

Author: McMillan Metro Editor 05/07/2020

Managing New Overtime Rules

Groups of workers just became eligible for overtime pay following the adoption of new regulations by the Department of Labor.  It is estimated that 1.4 million additional workers will now be in line to receive overtime compensation. Effective as of January 1, 2020, the base salary level at which administrative, executive and professional employees can…READ MORE

Author: Ronald E. Lyons 05/02/2020

Possible Insurance Claims In The Face Of COVID-19

All of us who are trying to figure out how best to help our companies survive and perhaps even thrive in the coronavirus crisis should be sure to review and evaluate the insurance policies we carry to protect our companies from unexpected loss.  While none of us fully understand the extent of what the current…READ MORE

Author: Donna M. McMillan 04/13/2020

Coronavirus Unemployment Benefits: Tips for Small Businesses

Emergency legislation has made unemployment benefits an important financial lever for small businesses faced with closing the margin between expenses and revenues. Labor costs often make up more than half of gross sales for service businesses, so payroll is one of the first places many owners are looking to be able to manage through the…READ MORE

Author: McMillan Metro Editor 04/13/2020

Montgomery County Business Relief Program Unveiled

An information page for the  Montgomery County Public Health Emergency Grant Program (PHEG) went live this week. Local businesses, including for-profit and not-for-profit organizations, may be eligible for grants of up to $75,000 from a $20 million fund. $5 million is reserved for restaurants and retail establishments. The catch is that local businesses must show…READ MORE

Author: McMillan Metro Editor 04/13/2020

Going Digital

We are now living in a profoundly new world where many workplaces are being transitioned to teleworking with limited planning or time to test systems.  This rapid shift brings challenges that must be addressed and resolved from both a legal and operations standpoint.  Confidential Information and Data Privacy Issues.  One of the major issues is…READ MORE

Author: McMillan Metro Editor 04/03/2020

Coronavirus Aid, Relief, and Economic Security Act (CARES Act) – Relevant Employment Provisions

Last week, the federal government enacted the CARES Act.  It provides economic relief to Americans both as individuals and businesses. While the Act contains a variety of tax, loans and other measures, the following programs are of particular interest to employers and small businesses:  Payroll Protection Program.  In part, this law allows small and mid-sized…READ MORE

Author: McMillan Metro Editor 04/03/2020

Covid-19 Weekly Updates – April 2, 2020

As the number of Covid-19 infections rise, the federal, state, and local governments are taking more drastic actions to protect and support the public during this time.  The following updates summarize major changes that affect employers in the DMV:  1.Families First Coronavirus Response Act.  The FFCRA became effective April 1, 2020.  All employers, even those…READ MORE

Author: McMillan Metro Editor 04/03/2020

Covid-19 Weekly Updates – March 27, 2020

Another week has passed during the Covid-19 pandemic, and we have seen the DMV governors close all non-essential businesses, schools closing for another month or even the rest of the school year, the legislatures are working to provide relief to employers and employees. The number of positive cases rise even as we wait with baited…READ MORE

Author: McMillan Metro Editor 03/27/2020

Coronavirus Brings Financial Assistance to Small Businesses

As our governments on the federal, state and local levels respond to the COVID-19 pandemic, the small businesses at the heart of the economy are quickly feeling the impact of each new restrictive measure designed to “flatten the curve.” Fortunately, new relief programs for small businesses are rolling out at every level of government. We…READ MORE

Author: Jose L. Espejo 03/27/2020

Ongoing Changes During The Covid-19 Crisis

From day to day, hour to hour, as our government responds to the COVID-19 pandemic, our laws change.  Some are relaxed, others are altered, and new ones are added. In the last week alone, we have seen the following: The federal government is requiring paid sick leave and family leave to some employees. The EEOC…READ MORE

Author: McMillan Metro Editor 03/20/2020

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…READ MORE

Author: Ronald E. Lyons 11/01/2019

You Signed a Form Contract, Now What?

We often hear from frazzled business owners about routine contracts gone wrong. What seemed like a simple service agreement has gone south. They want their money back, or at least cut their losses, but when they call to cancel the contract, they learn they are stuck. All too often, what the service representative told them…READ MORE

Author: McMillan Metro Editor 05/23/2019

What Does Lodestar Mean?

Much is being made of the use of the so-called “archaic” word “Lodestar”, a 14th century word used by an anonymous op-ed penned by an anonymous White House official critical of the President, according to the Washington Post. The word lodestar is not a mystery to lawyers, however.   As recently explained by the Court…READ MORE

Author: Peter E. Ciferri 09/06/2018

The Nightmares of Banking with Electronic Funds Transfers

Recently our firm assisted a client with a devastating problem.  The company discovered that their CFO, who had been in his position for more than 10 years, had fraudulently stolen over $750,000.00 through electronic funds transfers. The CFO had acquired great responsibility.  The owner-operators believed he was loyal and honest, and they allowed him great…READ MORE

Author: A. Howard Metro 06/14/2018

Non-Compete And Non-Solicitation Agreements: Employer Beware

A recent case from the Circuit Court for Montgomery County, Maryland underscored the growing trend by courts across the country to limit the application of non-compete and non-solicitation agreements.   These agreements, typically referred to as “restrictive covenants”, are integral to many employment agreements. Restrictive covenants in employment contracts serve as a means of assuring the…READ MORE

Author: Ronald E. Lyons 04/24/2018

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…READ 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…READ MORE

Author: mminaya 05/25/2017

For Small Business Contracts, Details are a Big Deal

Far too often we see small business owners with a business model that has a critical defect:  the lack of quality contracts.  While Google and other websites can provide basic contract forms that appear useful, these forms have serious downsides.  Typically they fail to include provisions that are specific to your business and may even…READ MORE

Author: hedwards 03/28/2017

Is Your Business in “Good Standing?” Are You Sure?!

Recently, many of our clients have discovered that their business entities—whether LLCs or corporations—are not in “good standing.” In fact, a few are facing forfeiture, a process by which the state terminates an entity’s existence. If that happens, essentially any limitation of liability under your entity’s charter or its LLC “shield” will cease to exist,…READ MORE

Author: Jeremy Hesselbein 01/30/2017

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…READ MORE

Author: Ronald E. Lyons 05/25/2016

Website 2.0 – The Better Version of a Website for Your Business

Where to Start: Create A Valid Contract and Privacy Policy   Savvy business owners know that a website for their business is a great tool for attracting potential customers or clients. But fewer are familiar with the legal risks of not having privacy policies and terms and conditions tailored to their audiences and business practices….READ MORE

Author: mminaya 04/11/2016

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…READ MORE

Author: hedwards 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…READ 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….READ 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…READ MORE

Author: admin 01/27/2016

A Contract Warning: Sometimes $300K Is Just $100K

A family in Maryland recently learned the hard way a lesson about contracts that businesses can never afford to forget. If you sign a contract with terms you don’t understand, that’s no defense if the outcome isn’t what you expected. In this family’s case, it was their auto insurance policy (though we don’t often refer…READ MORE

Author: jfredrickson 07/06/2015

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…READ MORE

Author: hedwards 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…READ 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…READ MORE

Author: hedwards 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…READ 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…READ 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…READ MORE

Author: hedwards 12/21/2014

When You Start a Business with Partners, Plan for a Breakup

Starting a new business with one or more partners is exciting. You’re all full of ideas. The adrenaline keeps you awake at night. Of course, you know there are risks, but the negatives pale in the bright light of optimism. The last thing you want to think about – and one of the first things…READ MORE

Author: hedwards 11/21/2014

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)?…READ 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…READ 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…READ 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:…READ 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…READ MORE

Author: admin 12/04/2013

Big Issues, Short Takes – September 2013

Unlike many other states, Maryland does not have a “dram shop” act that places liability on bars and restaurants for serving or continuing to serve intoxicated individuals. Recently, the Court determined that there is no relationship between a tavern and an injured third party as a result of the tavern’s serving alcohol to the drunk driver responsible…READ MORE

Author: Ronald E. Lyons 09/20/2013

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…READ MORE

Author: A. Howard Metro 07/01/2013

Arbitrator or Judge: Which Should You Choose?

When you are negotiating a contract, what is the best way to anticipate and protect yourself from a potential dispute? As common as it is to insert a simple arbitration clause, it is not necessarily the best way to go. With such a provision, you are usually limited to using arbitration only to resolve a dispute or…READ MORE

Author: jfredrickson 06/26/2013

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…READ 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…READ 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…READ 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:…READ 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….READ 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…READ 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…READ 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…READ 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…READ 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…READ 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…READ 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…READ MORE

Author: McMillan Metro Editor 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…READ 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….READ 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…READ 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…READ 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…READ MORE

Author: McMillan Metro Editor 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…READ 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…READ 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…READ 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…READ 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…READ 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…READ 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…READ 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…READ 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….READ 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….READ 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…READ 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…READ 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…READ 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…READ 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…READ 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…READ 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…READ 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…READ 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…READ 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…READ 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….READ 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…READ 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…READ MORE

Author: Lona L. Feldman 10/09/2008