In this day and age, if you purchase products online, you probably already know the basics of being a safe shopper. A safe shopper would never enter their credit card information on a screen that did not indicate that it was a “secure” site. A safe shopper would never buy a product without carefully reading the product description in order to fully understand what was being purchased. A safe shopper would always make sure that purchases were made from a reputable seller. But as a safe shopper, have you ever checked to see what your legal rights are if an online purchase goes horribly wrong? (more…)
Posts Tagged ‘Laura A. Scott’
ONLINE SHOPPING 101: Do You Know Your Legal Rights?
Tuesday, January 31st, 2012Limited Partner? General Partner? What Does It Matter, We’re All Friends, Right?
Thursday, January 19th, 2012Even if the answer to the question is “Yes, we’re all friends,” the liabilities of a limited partner and a general partner in a partnership can mean a big difference. General partners are personally responsible for the debts and obligations of the partnership, regardless of how much capital the general partner has contributed to the firm. If there is more than one general partner, then the general partners are jointly liable for these obligations. These obligations can include liability for torts committed by a partner in the ordinary course of business of the partnership or with prior authorization, and a partner’s breach of trust. (more…)
Due Diligence 360: Searches
Thursday, December 29th, 2011When considering a purchase of a business or the assets of a business, a buyer typically thinks of conducting a UCC financing statement search with the Secretary of State’s Office in the state where the seller is organized. A UCC financing statement lien is typically a consensual lien created between a lender and a borrower where the borrower has granted a security interest in its personal property to the lender. The lender perfects its security interest by filing a UCC financing statement. However, in order for the buyer to find all potential liens on personal property, the buyer must broaden the scope of his or lien search.
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FOREIGN QUALIFICATION: Is Your Business in Compliance?
Tuesday, December 6th, 2011A corporation, limited liability company, or other business entity is formed under the laws of the particular state. However, when that business operates in other states outside of its home state, the business entity will often be required to qualify as a foreign business entity in those other jurisdictions in which it is doing business. The process of qualification as a foreign business entity in a particular state is usually a simple process that requires filing an application in the foreign state, obtaining a registered agent located in the foreign state, and paying a fee. Once the business entity has been qualified in a foreign state, then the business entity will usually be subject to ongoing compliance requirements such as filing business reports and maintaining a registered agent in the foreign state.
The consequences of failing to register as a foreign business entity in a state where the business is operating can vary. However, the penalty in most states usually involves some combination of a monetary fine and the prohibition of the business from filing any lawsuits in the foreign state. Not all activity that a business may engage in, in a foreign state, will require them to register as a foreign entity. What constitutes doing business in a state varies from state to state. Most state laws do not define what constitutes doing business in the state, but often contain a list of what does not constitute doing business in the state. These lists typically include things such as maintaining a bank account, soliciting orders that require acceptance outside the state, or engaging in an isolated transaction.
If you have questions about whether or not your business’ activity in a foreign state would subject you to the requirements of foreign registration in that state, please contact a Bamberger attorney.
Author: Laura A. Scott (bio)
Phone: 812.452.3557
email: lscott@bamberger.com
Protect Yourself From Identity Theft
Tuesday, November 22nd, 2011According to an article from the Indiana Banker’s Association, more than 10 million Americans become victims of identity theft each year. Thieves will steal names, Social Security numbers or credit card information to commit fraud or other crimes. Personal information is as good as gold to criminals, who will go to any means to get it. (more…)
Customer Reviews by Employees: Beware!
Thursday, November 17th, 2011Online reviews by customers are an increasingly popular resource for use by consumers when considering the purchase of a product. However, the Federal Trade Commission (“FTC”) has recently gone after companies who post glowing reviews of their product that appear to come from customers, but actually come from employees, owners or others related to the company. (more…)
Tattling by Manufacturers and Distributors: Five Steps to Take Before You Call the Investigators
Thursday, October 27th, 2011Sometimes a situation may arise where a manufacturer or distributor has information that they believe may point to a violation of state anti-trust laws. These anti-trust violations may be price-fixing, pricing discrimination, or illegal tying arrangements. Typically manufacturers and distributors become aware of these circumstances in situations where they believe that their business is being hurt by these potentially illegal actions of third parties. The manufacturer’s or distributor’s first instinct may be to pick up the phone and call their state attorney general’s office to unload their frustrations and suspicions. However, it is often the wiser course of action for the manufacturer or distributor to contact their legal counsel for assistance in gathering the necessary information to present to state authorities before any contact is made. (more…)
Collecting Your Judgment
Thursday, October 20th, 2011Creditors feel victorious when they finally win the big case and obtain a judgment against a debtor for money owed to the creditor. However, if a deficiency remains after any collateral for the debt has been sold and the proceeds applied to the debt, collecting the rest of the judgment may be the hardest part of the lawsuit. (more…)
Distribution Contracts in the Electronic Age
Thursday, October 13th, 2011Any supplier or distributor that has been in business for a while, probably has a favorite form of distribution contract that their business has been using for years. Many companies are reluctant to review or update these contracts because they are familiar with their terms and the contract form has worked for them in the past. However, as more and more businesses receive orders electronically and send and receive payment for these orders electronically, companies should update their distribution contract to reflect the current environment.
One example of a change that may need to be made is to specify in the contract that all orders and/or payments must be made electronically and that a contract is not formed until accepted by the supplier’s computer. There should also be a procedure for resolving discrepancies between the 2 computers. Another example is the issue of electronic signatures. The parties must agree on a procedure for making sure that the electronic transactions are authorized. It is wise for the parties to agree on a procedure that uses a form of signature that can be verified and ensures that the document that is being signed is genuine and un-altered.
These are just a couple of examples of changes that may need to be made to a standard distribution contract. Failure to update contracts to reflect the way that business is actually being conducted, may leave the parties with a big and potentially expensive dispute.
Author: Laura A. Scott (bio)
Phone: 812.452.3557
email: lscott@bamberger.com
Ten Questions to Ask Before Starting a Non-profit
Friday, September 23rd, 2011Many of us enjoy the satisfaction that comes from working with a charitable organization, but often we do not realize the substantial work that goes into forming and operating a non-profit organization. Sometimes when a group of people come together with a common charitable mission in mind, they believe that the appropriate first step is to form a non-profit organization. This is not always the right thing to do. Before deciding to form a non-profit organization, organizers should answer these 10 questions in order to see if forming a not-for-profit organization is really necessary: (more…)