David C. Tobin
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Category Archives: Business Law

The Role of Internal Investigations in Corporate Governance

In order to function, corporations must be able to govern and oversee themselves. Unfortunately, when the issue under review is the board of directors’ or other high-ranking managers’ conduct, self-governance can become more challenging. Without taking proper steps to ensure the integrity of such an investigation, it can often appear to be mere lip service… Read More »

Derivative Litigation and Business Judgment

Corporate governance typically allows each shareholder to assert decision-making power proportional to his or her ownership stake in the company. However, under some circumstances a dissatisfied shareholder can cause significant problems for a company through a shareholder derivative suit. This is a process by which one or more shareholders initiate a lawsuit on behalf of… Read More »

Getting Work Authorization Without a Green Card

Even when a person has obtained legal status through a non-immigrant visa or other program, living in the United States for an extended period without work authorization can be nearly impossible. Fortunately, there are options that can allow certain immigrants to avoid this intolerable situation. In addition to the numerous types of temporary work visas… Read More »

What Is an S Corporation and Why Would You Want One?

S corporation is a bit of a misnomer — it is not actually a distinct type of business entity. Rather, it is a tax option available under the Internal Revenue Code for certain domestic business corporations validly organized under state law. Typically, it is an option for relatively small domestic corporations. What’s more, the S… Read More »

U.S. Supreme Court Rules that Severance Payments are Considered Wages

Quality Stores was in financial trouble in 2001 when it began offering its employees severance packages. The question presented in United States v. Quality Stores, Inc. was whether severance payments from employers to employees constitute “wages” under the Federal Insurance Contributions Act (FICA). FICA is a mandatory federal payroll tax imposed on employers and employees…. Read More »

When Business Partners Go Their Separate Ways

Some business partnerships — like marriages — do not last forever. How you manage the split can mean the difference between exiting as friends or losing money, clients, resources and assets. Protect your interests and investment to come out as whole as possible at the end of the process. Severing a business partnership  Business co-founders… Read More »

Recent U.S. Supreme Court Arbitration Law Decisions

Two recent Supreme Court decisions, Oxford Health Plans, LLC v. Sutter and American Express Co. v. Italian Colors Restaurant, have clarified issues regarding class arbitration. In 2010, the Supreme Court ruled in Stolt-Nielsen S.A. v. AnimalFeeds International Corp. that the Federal Arbitration Act bars class arbitration unless the parties affirmatively agree to it. This decision… Read More »

Obtaining a Mechanics’ Lien in Maryland

In most states, a person who has improved real property can obtain a mechanics’ lien from the court on the improved property if he or she is not paid. Courts tend to construe mechanics’ liens broadly to provide subcontractors with a remedy when they have already delivered materials or supplied the labor. In Maryland, an… Read More »

Protecting Your Business’s Trade Secrets

Trade secrets can be crucial assets to your company. When a trade secret has been misappropriated, a business can seek an injunction and monetary damages. Under Maryland Commercial Law, a trade secret is defined as information such as a formula, pattern, program, device, technique or process that “derives independent economic value, actual or potential, from… Read More »

Hallmarks of a Good Contract

What constitutes a good deal is specific to your industry and the market conditions at the time. What constitutes a good contract, however, is universal. A good contract must balance clarity and flexibility — providing unambiguous solutions for common issues that arise and workable guidelines for contending with unanticipated problems. Boilerplate contracts simply do not… Read More »

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