Business Litigation Lawyers
Business / Commercial Law
At Sidney L. Gold & Associates, we handle a wide range of clients and legal situations under the business law umbrella. Some common business and commercial law practice areas our team of experienced attorneys handle include but are not limited to: non-compete agreements, executive contracts, shareholder disputes, and trade secrets.
Non-compete agreements protect your business by prohibiting former employees from seeking employment with your competitors or starting their own competing business. Non-compete agreements also detail a certain time limit and restricted geographic area that a former employee cannot work with a competitor or establish their own business. Agreements also commonly include a non-solicitation clause that prohibits the former employee from contact with your business’s clients or customers.
In Pennsylvania, non-compete agreements protecting a business owner’s trade secrets and proprietary information are common and legally enforceable, provided the agreement’s conditions are deemed reasonable by the courts. For example, unusually long time periods or overly broad geographical areas are generally considered unreasonable by the courts, rendering the agreement unenforceable. Laws vary by state, but additional factors the court may consider in determining whether a non-compete agreement is enforceable generally include:
- Whether the former employee possesses confidential information or trade secrets
- The former employee served as the sole contact with a client or customer
- If the agreement prevents the former employee’s ability to utilize skills and experience or bars them from earning a living, and whether the employee developed these skills during employment with the former employer
- Whether the agreement is intended to eliminate business competition
- Conditions of the agreement benefit the employer disproportionally more than the detriment to the former employee
When a former employee violates the terms of a non-compete agreement, the business owner can file a lawsuit for breach of contract and seek a court-ordered injunction to bar the employee from working for a competitor, or to enforce the terms of the agreement.
Businesses are not required to hire an attorney to advise you and draft a non-compete agreement, but it is beneficial to you and your company to do so. A skilled contract attorney helps to ensure that non-compete will be enforceable in the court system should a breach of contract take place.
Non-compete agreements are detailed, unique, and specific to an individual business, requiring the skill of a seasoned commercial employment attorney with extensive legal knowledge regarding non-compete agreements. Our Philadelphia business law attorneys at Sidney L. Gold & Associates, P.C. can assist you in developing legally binding non-compete agreements. Contact us today to learn how we can help protect your proprietary information and trade secrets.
Executive employment contracts are legal agreements between an employer and an executive-level employee that outlines the terms of employment, including salary, benefits, stock options, bonuses, vacation time, and more, depending on the type of business and job duties. Typically, executive contracts are created when a current employee is promoted into an executive position, or a new executive joins the company.
Executive contracts are utilized to outline what each party expects from the other to avoid misunderstandings during the course of the working relationship. This type of agreement also provides protection for employers from unknowingly entering into a potentially costly arrangement in the future or held liable for damages.
An executive contract can include a number of detailed sections and frequently include items such as non-compete or confidentiality agreements, along with:
- A detailed and thorough description of the position and duty requirements, responsibilities, and positions supervised
- Benefits, including health, dental, and life insurance, disability leave, workers’ compensation, vacation, and sick compensation, and length of time benefits will continue upon termination
- Breach of contract terms
- Dispute resolution
- Grounds for termination
- Length of employment
- Ownership of the employee’s work product while in employment
- Protection of trade secrets, intellectual property, and lists of clients and customers
- Salary, including sign-on and performance bonuses, stock options, retirement, severance package, savings plans, and vesting terms
- Travel and relocation expectations
To provide the best protection for your business or corporation, hiring an executive employment contract attorney to craft employment agreements is one of the smartest decisions you will make. The benefits of working with an attorney include:
- Custom contracts: Executive contracts have very specific parameters and outline in great detail what your company requires of the executive who holds the position, as well as how that individual will benefit from the employment. A business attorney will work with you to determine the needs of your business and draft an agreement that is suitable to those needs, while also ensuring that the agreement contains the necessary legal clauses to protect your business from potential liabilities in the future, based on current corporate laws.
- Identify loopholes: The ultimate purpose that businesses enter into any type of contract, including executive employment contracts, is to provide protection for the company. An executive contract attorney will help identify and address any potential loopholes that could lead to liabilities for the company in the future.
- Updated laws: Working with an attorney ensures that the contract will include current business laws and industry regulations, which frequently change over time. Your attorney will also word the contract to comply with any future law or regulation changes in order to lessen the need for repeated updating.
- Advise and educate: Throughout the development of the contract, your attorney will not only advise you of best practices, regulations and laws, and liability concerns or protections, but also provide you will a thorough understanding of all aspects of the contract you are entering with the potential employee.
Utilizing the services of a knowledgeable business law attorney for the contract’s development, negotiations and execution also allows you to establish a relationship with that attorney with whom you can call upon in the future for advisement or clarification should a dispute over the contract arise.
The Philadelphia executive contract attorneys at Sidney L. Gold & Associates specialize in all aspects of contract development and negotiation and provide excellent legal counsel and representation during contract disputes. Working with our knowledgeable team will help protect your business relationships now and for many years to come. Schedule an initial consultation to learn how our company can help yours.
Disputes among shareholders cause businesses to suffer operational and financial hardships and disrupt essential business tasks. Companies mired in shareholder disputes generally experience reputational and brand damages, often resulting in the complete destruction of the business if the dispute renders the business unable to provide goods or services. With shareholder disputes posing such potentially grave consequences, it is imperative that business owners take all means possible to avoid disagreements and disputes.
Shareholders are any individual or group legally owning at least one share of stock in a public or private company, having a direct financial interest in the corporation or business. This often includes employees who receive stock options as part of an employment contract or in the form of pension fund contributions.
As shareholders have a personal financial stake in the company, tensions over disagreements tends to be higher than other types of business disputes. This is particularly charged if shareholders feel their rights according to the shareholder agreement are being violated. Though governing shareholder agreements are unique to a specific company, there are commonly shared rights permitting shareholders to:
- Sell their shares in the company
- Purchase additional shares in the company
- Nominate a director or board of directors
- Vote on board-nominated directors
- Propose and vote on shareholder resolutions
- Vote on proposals made by leadership or management
- Receive dividend payments and payments stemming from the remaining assets following liquidation
- File suit against the company for violations of fiduciary duty
The methods shareholders choose to resolve disputes are typically included in the company’s articles of incorporation or shareholder agreements.
With multiple stakeholders in a company, disagreements and disputes are inevitable. Disputes arise when shareholders disagree with the management decisions of the company or funds, lack of communication regarding investments, suspected or legitimate illegal or fraudulent activities, and more. Shareholder disputes can widely differ, depending on the type of company and the level of shareholders’ financial stakes. Common shareholder disputes include:
- Breach of a director’s service contract
- Breach of a shareholder agreement or articles of association
- Breach of financial duties
- Concern over possible fraudulent or criminal activities
- Conflicts of interest
- Differences in compensation or contribution
- Disagreements over company direction
- Disagreements over company leadership or management
- Interest of minority shareholders not being considered
- Lack of communication with shareholders on company finances
- Lack of dividend distributions
- Personal concerns affecting business relationships
Closely held companies with shareholders involved in the daily operations of the business increases the potential for disagreements. Shareholders working together tend to disagree more often over the operations of the business or believe that others are overstepping their roles and threatening the authority of the other shareholders. Disputes of this nature have a greater occurrence in smaller, successful multi-generational family businesses.
Shareholder disputes are common and usually high stakes, financially speaking. Litigation of shareholder disputes is a highly complex and specialized area of law, requiring keen knowledge of corporate law and extensive experience trying dispute cases. Not seeking legal counsel from a business law attorney with experience handling shareholder dispute cases can escalate the seriousness of the dispute and potentially detrimental to the future of your business.
Resolving shareholder disputes begins with a review of the shareholder agreement, which typically include than manner in which disputes are resolved, particularly on procedures for forcing shareholders to sell their shares in certain circumstances. Other remedies for resolving shareholder disputes include:
- Initiating propositions to address the dispute during general meetings
- Appointing a non-shareholder outside party to resolve the dispute, such as a board advisor or disinterested director
- Appointing statutory directors in order to provide new perspective and avoid a deadlock amongst shareholders
- Calling for a general shareholder meeting to consider a resolution to dismiss a director
- Terminating a shareholder’s employment under the employee’s settlement agreement, if applicable
- Utilizing the services of a professional mediator to resolve the dispute
- Arranging a buyout from a shareholder, the company, or an external buyer not affiliated with the company, abiding by company articles and governing shareholder agreements
- Arranging the sale of the company and distribute the proceeds amongst the shareholders
- Drawing a petition to wind up the company, if applicable and equitable
- Filing a lawsuit or derivative claim against the wrongdoers on behalf of the company
The business lawyers at Sidney L. Gold & Associates are skilled mediators, arbitrators and litigators who work tirelessly to ensure our clients meet their goals and resolve shareholder disputes both inside and outside the courtroom. Our knowledgeable attorneys provide top-notch legal strategies and will successfully represent you and your company throughout shareholder dispute proceedings.
Trade secrets are intellectual property rights related to confidential information that can be licensed or sold by the company. To be considered a trade secret, only a limited number of people have knowledge of the property, the property has commercial value, and constitutes the owner taking reasonable steps to hold the property in secret. Business trade secrets are typically subject to the use of confidentiality agreements among employees and business partners.
Trade secret cases arise out of a company owner’s allegations that a current or former employee is using a company’s confidential information to their own advantage, usually by selling to competing companies or at a new job or their own business. To prevent such situations from happening, it is vital to safeguard your company’s trade secrets, before and after employees leave.
Employees can be held accountable for protecting trade secrets, even when no binding confidentiality or non-disclosure agreement exists. Employers who believe an employee has unlawfully used the company’s trade secrets or disclosed those secrets can file a lawsuit that typically results in serious consequences for the former employee if found guilty. Verdicts in trade secrets cases usually encompass the former employee paying damages to the company or issued an injunction, which can severely impact the employee's professional and personal reputation and curtail their ability to find future employment or business opportunities.
Navigating and litigating trade secrets misappropriation cases is a complex task, particularly for the judicial system, which must first establish that the information in question is, in fact, a confidential and protected trade secret. Trade secrets can take many forms, such source coding, customer lists, business strategies, pricing information, and manufacturing processes. To prevent theft and misappropriation of trade secrets, protective measures are a vital necessity, including confidentiality policy training, limited access to confidential information, and clearly identifying trade secrets. Taking such measures protects you and your company by supporting any trade secret misappropriation in the future.
The most common and widely used method of preventing the misappropriation of trade secrets is to require employees with access to critical information sign non-compete agreements preventing them from working business competitors for a pre-determined period of time. Former employees working for competitive companies risk simultaneous state and federal charges under the Defend Trade Secrets Act, if found to be using trade secret information obtained through working for their former employer.
The Philadelphia Business Lawyers at Sidney L. Gold & Associates, P.C. are Dedicated to Serving Clients with Sophisticated and Sound Legal Counsel
Our Philadelphia business lawyers at Sidney L. Gold & Associates, P.C. are skilled in all aspects of business law with many years combined experience and a successful track record. Call us today at 215-569-1999 or contact us online or a free consultation. Located in Philadelphia and Pennsauken, New Jersey, we serve clients throughout Wilkes-Barre, Scranton, Northeast Philadelphia, Bucks County, Chester County, Delaware County, and Montgomery County, Pennsylvania, and Cherry Hill, New Jersey.