When is a Noncompete Worthwhile?

Noncompetes come up in several business contexts. A few examples:   Introductions to people or deals: Here, a “Noncompete/Noncircumvent” agreement is usual, with both sides promising not to do a deal with other people they introduce to each other, or to do a deal without the other’s permission,  and not to use information they receive…

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What To Do About A Patent Troll?

“Patent trolls” take advantage of the relatively easy process for getting a “patent” for inventions in the USA (almost 303,000 issued in 2013, according to the US Patent and Trademark Office, see http://www.uspto.gov/web/offices/ac/ido/oeip/taf/us_stat.htm) and the frequently incomprehensible language of “claims” in the issued patents to suggest that their (often never commercialized) old inventions were the…

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SEC No Action Letter on M&A Brokers

The Securities and Exchange Commission has issued a no-action letter which reaffirms that merger and acquisitions brokers do not have to register as broker-dealers where control of a privately held business transfers hands as a result of their efforts. The letter is available at: https://www.sec.gov/divisions/marketreg/mr-noaction/2014/ma-brokers-013114.pdf?utm_source=SEC+Issues+M%26A+Broker+No+Action+Letter+1-31-14&utm_campaign=SEC+MAB+NAL+-+2%2F3%2F14&utm_medium=email Practice tip: M&A includes facilitation of “mergers, acquisitions, business sales, and…

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New Powerpoint On Private Offerings

I just uploaded a Powerpoint presentation on current legislation which would exempt merger and acquisitions professionals from broker-dealer requirements, which describes the types and amounts of money that can be raised in private offerings, and that shows what difference the JOBS Act regulations made in the private offerings process. See http://www.slideshare.net/wpriceiit/private-offerings-and-broker-dealer-registration-exemptions

Business Broker Deregulation Passes House

HR 2274 passed US House 422-0 on January 14, 2014. It Exempts merger and acquisition brokers from SEC “Broker-Dealer” registration requirements. Companion Senate legislation, S. 1923, is pending in the Senate. Current law requires business brokers to limit participation in negotiation of any terms of sale if owner earn-outs, stock purchases instead of asset purchases, or any…

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Illinois Noncompete Contract Limits Decision

A recent Illinois Appellate Court case, Fifield and Enterprise Finance Group, Inc. v. Premier Dealer Services, Inc., 2013 IL App (1st) 120327, held that a noncompetition agreement is not valid and enforceable if an employee is fired or resigns within two years. A copy of the decision is available at: http://www.state.il.us/court/Opinions/AppellateCourt/2013/1stDistrict/1120327.pdf. The offer here was made…

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New Health Insurance Tax

Small businesses and self-insured individuals are liable for an Affordable Care Act fee that will add 2 to 2.5% to their health insurance premiums this year, according to the Wall Street Journal, http://tinyurl.com/m64n28j The fee does not apply to employers who self-insure. The fee is also not deductible from individual or corporate taxable income. What…

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Hundreds of New Regulations

Regulations.gov lists 537 new or final federal rules published in the last 30 days. 517 proposed rules from all publishing dates are still open for comment. These include environmental regulations making coal fired power plants almost impossible to build and home woodstoves much more expensive. Banks and other financial institutions face new Dodd-Frank law regulations.…

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