SOCIAL MEDIA, DEFAMATION AND THE NEW JERSEY REPORTERS’ SHIELD LAW – PART II PRIVILEGES OF CONFIDENTIALITY HAVE LONG BEEN A PART OF OUR LEGAL SYSTEM.  Under the right conditions, specially-designated individuals are allowed to keep confidential certain kinds of communications made to them, and to refuse to disclose them to a court, government agency or […]

SOCIAL MEDIA, DEFAMATION AND THE NEW JERSEY REPORTERS’ SHIELD LAW – PART ONE EVERYONE IS AWARE OF THE UBIQUITOUS NATURE OF INTERNET COMMUNICATION, whether via email, social media such as Facebook, or blogs.  As is the case with so many aspects of modern life, the legal system is faced with the task of applying time-tested […]

The small, closely-held corporation is in many ways a conceptual hybrid.  It has many attributes in common with large, publicly traded corporations, such as legal “personhood,” independent life and limited liability for its shareholders.  On the other hand, the small closely-held corporation also has many attributes in common with partnerships, such as limited transferability of […]

In some ways, going into business with someone is like marriage, at least old-fashioned marriage, where the parties, lost in a romantic haze, know that they will be happily together until the end. As we all know, it doesn’t always work out that way. In business, it’s best to be prepared from the beginning for disagreement, disenchantment, disability, or death.

In the present economic climate, many once-thriving businesses are having trouble paying their rent. An obligation that once seemed both reasonable and manageable may become difficult for a tenant whose business falls off and customers hold back. Leases entered into during boom times, when there was competition among tenants for premises and landlords had the upper hand, may come to seem to tenants unfair and unaffordable. In such circumstances, a tenant may seek the landlord’s agreement to a “work-out,” a reformation of the lease adjusting the rent, the size of the demised premises, the use of the premises, or other lease terms to help the tenant continue in business in the premises. Sometimes, the parties can agree to a new arrangement which benefits both landlord and tenant.

New Jersey employers have long been aware that New Jersey’s Law Against Discrimination (the LAD), which protects employees from unlawful discrimination by employers, labor organizations and employment agencies, contains protection for workers that in some respects exceeds the protection provided by Federal laws such as the Civil Rights Acts, the Age Discrimination in Employment Act and the Americans with Disabilities Act. New Jersey’s Conscientious Employee Protection Act, which has been described as one of the most far-reaching “whistleblower” protection statutes in the United States, prohibits an employer from retaliating against an employee who discloses wrongdoing on the part of the company.

Tropical Storm Sandy, which devastated the Jersey Shore almost a year ago, has prompted much head-shaking, collective soul-searching and the expenditure of a great deal of ink. In addition to the engineering and scientific challenges raised by Sandy and its aftermath, age-old legal concepts about private property rights, government’s obligation to protect the public, and how to reconcile those concepts in practice are being re-examined.

There are various reasons that a business owner might want to wind up the business and dissolve the company. It may be that the owner has sold the productive assets and the company serves no further useful purpose. It may be that the company isn’t making money, or not enough money, and the owner wants to finish with it before it starts losing money. It may be that the company is owned by two or more owners who no longer agree and want to liquidate the company and distribute what’s left. It may be that the company’s assets are not saleable and the owner wants to go into a different line of business or just retire. Whatever the reason, a going-out-of-business concern should prepare and follow a plan of dissolution and complete the formalities of ending its life. Otherwise, the principals may find themselves subject to unexpected liabilities or other unwelcome surprises.

WHEN PURCHASING A FRANCHISE, a buyer has all the concerns pertaining to a non-franchised business, plus an additional set of concerns and obligations. The terms of the seller’s agreement with the franchisor will require the franchisor’s consent to the sale. In evaluating the transaction, the franchisor will consider the terms of the sale, the qualifications of the buyer, and the interplay between the (assumed or new) franchise agreement and any assumed or new premises lease. The franchisor will also require payment of a transfer fee and whatever else it generally requires from new franchisees. Many franchisors require that operators be trained and credentialed in operating the particular franchise. If the buyer is not already qualified as an operator, he may be required to successfully complete a training program which may last several days or weeks, before the franchisor will approve the sale. Additionally, the franchisor will require that the buyer meet its standards for financial soundness and good character.

PURCHASING A BUSINESScan be an exhilarating dream for many buyers, but unfortunately it doesn’t always work out as planned. While the buyer is primarily focused on running the business successfully after closing, the purchase process itself may be fraught with anxiety. The buyer wonders how to be sure that he is getting what he thinks he is, how to avoid being responsible for claims and other liabilities, and how to avoid unpleasant surprises when he takes over.