Business & Corporate
Not All Customer Lists are Trade Secrets!
Whether a customer list is, in fact, a trade secret depends on a two-step analysis to be applied on a case-by-case basis. The first step relates to efforts to keep the list secret. If so, the second step is a four-factor analysis detailed below.
First, a trial court must determine whether the customer list has been kept secret or there have been reasonable efforts to keep the customer list secret. If the facts … Read More
How to Probate-Proof your LLC Interest
Whether I’m working on a business transaction or assisting business owners with their estate planning, I always look at how the ownership of the LLC is structured. While many business owners have set up a revocable living trust in order to direct how their assets are managed and to avoid probate, it is common to find that their LLC interests have not been put into the trust. This means that even if … Read More
The Purpose of an LLC’s “Purpose”
When forming your LLC, you may wonder the importance of specifying your company’s “purpose,” and may be tempted to provide a hasty response or use a generic phrase such as “any purpose authorized by law.” The reason defining your company’s purpose is important is because the actions that the members or managers may legitimately take on behalf of the company are limited by the … Read More
Force Majeure And The Coronavirus Pandemic A Case Law Update
I have previously written about the impact of the coronavirus (COVID-19) pandemic on force majeure provisions in a commercial contract. A force majeure clause may excuse a party from performing its contract because of an unforeseen disaster. Whether it does depends on what the clause says and the particular facts and circumstances of each case. See “Does Your Contract Have a Force Majeure Clause and Can You … Read More
Is There a Business Doctor in the House? Five Business Health Check Points
People generally don't go into business because they are good at running businesses. Many people go into business because they are passionate about something and they want to share that passion with the world. Whether it's food, fashion, music, technology, or something else, business owners are good at what they do. The mundane realities of running a business, however, are often overlooked or placed on the back- … Read More
Will Your Vote Count? Member and Manager Voting under Arizona’s New LLC Act
Arizona's new Limited Liability Company Act (the "New Act"), which goes into effect for all Arizona LLCs on September 1, 2020, and already governs limited liability companies (each an "LLC") formed on or after September 1, 2019, sets forth default provisions regarding member and manager voting that may impact you and your LLC. This article specifically focuses on voting in manager-managed LLCs.
It is vitally … Read More
New Arizona Limited Liability Act: Do I Really Need a New Operating Agreement?
The Revised Arizona Limited Liability Act ("New Act") has been effective since September 1, 2019 for new limited liability companies ("LLCs"). It now becomes effective for any existing LLCs on September 1, 2020. Especially with the pressures of dealing with COVID-19, many business owners are probably thinking about why they have to take on the additional cost of modifying or restating their existing Operating … Read More
Careful What You Say: The Unintended Consequences Of Oral Operating Agreements
The New Arizona Limited Liability Company Act (the "New Act"), applicable immediately for all Arizona limited liability companies (each, a "LLC") formed on or after September 1, 2019 and applicable September 1, 2020 for all existing Arizona LLCs allows for oral and implied Operating Agreements. While it is preferable to have a written Operating Agreement that reflects the intentions of the parties, an Operating … Read More
Is The COVID-19 Pandemic a Force Majeure Event?
Force Majeure (literally a “superior force”) is a contract clause that excuses a party from performing its contract obligations because of unforeseen “Acts of God.” The basic idea is that, if something unforeseen should happen outside the parties’ reasonable control that severely disrupts their ability to perform the contract, the performance is excused, the contract is not … Read More
Jaburg Wilk Partners Named as 2020 Top 100 Lawyers in Arizona
PHOENIX, Ariz. (March 6, 2020), Lauren Garner and Neal Bookspan, partners at the Phoenix law firm of Jaburg Wilk, were again listed in the Top 100 Lawyers in Arizona 2020 by AZ Big Media.
Lauren Garner was named a top lawyer in probate and trust litigation as well as mediation. She is a Fellow of the American College of Trust and Estate Counsel, an Adjunct Professor at the ASU Sandra Day O’Connor College … Read More