Part II: Avoiding the “Contract Killers”

Beyond the more technical advice we provide our clients on their various business and intellectual property needs, we also counsel them to beware of “contract killers” that often lurk beneath the surface of a deal. These “contract killers” can range from entire provisions to one-word expressions. Examples include: Bad choice of law and forum. What law applies? And, if you sue or get sued, where does a lawsuit Read More

Part I: Making your Contracts Pull Their Weight

Contracts are, in a word, expensive. You have to pay a lawyer to help you draft them, especially for more complex deals. Also, you have to dedicate the time and attention of your employees, customers, vendors, and other parties in negotiating, marking priorities, and dedicating internal resources to their performance. Because of this investment, each contract you enter into should be practical and Read More

The Third Degree: Options When Presented With a Fiduciary Breach That Harms Your Business

Last month, Baker Jenner LLLP published a blog detailing the limited rights of pharmaceutical companies to market products for non-FDA-approved uses, which is still an open question in many courts. The FDA’s authority notwithstanding, companies operating in the FDA space occasionally see it in their best interests to challenge a claim (implied or express) made by a competitor in interstate commerce. The Read More

Off-Label Drug Promotion: a Right or a Crime?

The U.S. Food and Drug Administration (FDA) enjoys broad regulatory authority to police the approved-products market to protect public health. This authority is backed by an array of civil and criminal penalties FDA can impose to deter manufacturers from promoting products for intended uses outside of those which FDA has previously approved. This practice is commonly known as “off-label” promotion. More recently, Read More

Biden’s Executive Order Targeting Non-Competes—How Scary is its Bite?

With consolidation looming large in health care, tech, social media, internet platform providers, and other industries, non-compete agreements are receiving renewed scrutiny at the political and regulatory levels. This renewed scrutiny coincides with recent bad press concerning some national employers’ injudicious uses of non-competes to restrict low-wage and rank-and-file employees.  President Biden has now Read More

Force Majeure in a Time of COVID

The COVID-19 pandemic and its shadow continue to loom over businesses, supply chains, and more. The true scope of the challenges and changes imposed by COVID-19 continues to be learned as the economy and society adjust. But one immediate consequence is known: for the first time in a long time, businesses are having to seriously read and implement force majeure clauses to determine their respective rights and defenses Read More

4 Considerations for Employee Recruitment, Interviewing, and Onboarding

As the unique state of the current labor market shows, high unemployment does not translate into less intensive recruiting and interviewing practices. Special care should be taken at every stage of the hiring process to establish legally compliant systems that produce top-tier prospects. Below, Baker Jenner provides four important considerations for businesses aiming to add talent. 1. Legal compliance starts Read More

5 Best Practices for Deal Formation

There are infinite pathways to “yes”, but not all of them are worth pursuing in your deal. Due diligence is the key to executing effective negotiations; the communication between your team and the other side in, say, a merger, acquisition, R&D contract, consulting contract, or other type of contract can be thought of as the portion of the iceberg visible to those above the surface. As we all know, the “invisible” Read More

Reopen Your Office Safely and Legally

Now that millions of COVID-19 vaccines are getting into arms each day, more employers are feeling comfortable with reopening physical workspaces. With the reopening of offices, though, comes an assortment of legal and practical considerations. In any context, proactive communication and clear expectation setting can help grease the wheels for a smooth return to normality. There is one question on many employers’ Read More

Top 5 Things to Consider in a Non-Compete Agreement

Participating in an increasingly globalized and competitive marketplace underscores the importance of companies’ having effective restrictive covenants. While there are several types of restrictive covenants, this blog will focus on employee (including executive) non-compete agreements. Due to their more onerous nature, non-competes traditionally introduce a number of challenges, both for the company seeking one and Read More