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Portland Business & Commercial Law Blog

License revocation proceedings are business litigation matters

In Oregon and all other states, the Federal Communications Commission is the federal agency that regulates the licensing of the broadcast media. The agency oversees and enforces the body of federal regulations that govern the operation, management and licensing  of radio and tv stations. Disputes are properly take up in the administrative law area of business litigation. Recent pronouncements from the executive branch of our government have challenged the right of some broadcast news stations to keep disseminating opinions and reports that are unfavorable to the President.

Can a political official or legislative body challenge the license of a news network because its coverage of the news is inimical to the political entity's own version of the news?  Such a policy would violate the free speech protections of the First Amendment and would likely fail. The FCC periodically renews licenses on a fairly routine basis. Some licenses have been revoked due to reckless or criminal actions by station owners but those are rare occasions.

Government contracts may be secure income for some businesses

Small and medium-size businesses in Oregon may benefit greatly from obtaining government contracts to give the company a steady flow of secure income. This area of income development may work well also for minority-owned companies and those owned by military veterans. The government is tasked with considering these minority businesses for government contracts where appropriate.

Because the process can be daunting to a newcomer, the company's business law attorney may be particularly helpful in assisting the company over some of the humps. There are several preliminary steps and other principles to follow in seeking government contracts. First, the company should register with the government at its applicable website. The types of products or services can be selected and described and the general introduction of what the company has to offer can be initiated.

Business disputes may deal with the enforcement of contracts

Many business transactions in Oregon and elsewhere are evidenced by a contract between the parties. A contract can be a formal, single document called a contract or an agreement, which has been written up by one or more attorneys. In commercial transactions, the contract can consist of a group of writings, emails and other communications that collectively comprise the agreement. Lawsuits over the meaning and enforcement of contracts is a common subject matter in business litigation.

The types of contract disputes are endless. One that is fresh in the news regards two morning radio hosts, John Walton and Steve Johnson, who are located in another state. The two work together on a morning drive-time show that has been broadcast on Guaranty Broadcasting. In Dec. 2016, Guaranty sued the two broadcasters for moving their show from Guaranty to iHeart Media, in breach of their contract.

Business litigation can arise from conflicts among shareholders

In Oregon and other states, it is not unusual for business law attorneys to be involved in counseling companies or individual shareholders regarding disputes within the ownership elite of the company. When the company is a public one, there may be highly visible campaigns for election of candidates to a seat on the board of directors. In fact, one of the biggest boardroom battles in recent history is now playing out for a seat on Procter & Gamble's board. Sometimes, these conflicts regarding ownership and management control can result in business litigation.

The conflict pits the company's CEO David Taylor against aggressive investor Nelson Peltz. Taylor has called the Peltz proposals for restructuring the company to be "very dangerous." Nonetheless, Peltz has gained the support of an influential shareholder advisory firm, Glass, Lewis & Co. LLC, which is one of two major proxy advisory companies nationwide. The advisory firm announced that, at the least, the election of Peltz would lead to a "more candid evaluation" of Procter & Gamble's risks and opportunities.

Business litigation among family members can sometimes be avoided

It is a sad fact of American life that families that work together do not always stay together. Some of the most ruthless, prolonged and bitter controversies are conducted by family members, including by parents, children and siblings, against each other. Business litigation in Oregon and elsewhere is sometimes marked by these kinds of intractable conflicts.

Some business litigation attorneys believe that creating a framework for discussing family disagreements prior to their reaching the level of all-out war is a smart path to follow. This may be framed as a "family council" or a similar body designed to air differences in their very early stages. It is also suggested that emails and text messages are subject to misinterpretation and, thus, to the creation of increased resentment. Some observers therefore suggest that there is a substantial calming benefit obtained from person-to-person meetings.

Spilling the secrets of Non-disclosure Agreements

As a business owner or intellectual property holder, how you handle proprietary information is key to protecting your interests. Thankfully, countless laws related to copyright, trademark and communications secure your information. One common tool many business owners use to protect their interactions with associates and third parties is a nondisclosure agreement (NDA).

NDAs are often used as a first line of defense for business owners, but are they overused? NDAs grant each party a certain set of rights and restrictions in business dealings. Mutual agreements should have a carefully defined purposeĀ and definition to avoid potential conflict in the future between associates.

Business & commercial law purchases enhance buyers' diversity

Oregon has its fair share of commercial law transactions that contain an international aspect. Many companies that are worldwide leaders in their industry purchase a segment of another company to enhance a division of the purchaser's operations. In some business & commercial law transactions, the larger company may purchase the total assets of a smaller company. Such purchases are made to diversify the larger company's product line or to add elements to an operational division that are thought to be necessary to increase production and/or sales.

Many such transactions take place regularly throughout the United States and abroad. Usually, the proposed purchase must pass applicable regulatory investigations. One recent purchase is indicative of many such acquisitions. The world's biggest chocolate and cocoa product maker, Barry Callebaut AG, recently bought a specialty chocolate manufacturer, Gertrude Hawk Chocolates. One factor in the transaction may be that many chocolate makers and sellers have been struggling with reduced demand for chocolate due to consumer health concerns.

Business litigation case requires a jurisdictional evaluation

Jurisdiction is a difficult concept to grasp in many business litigation matters. The court where a lawsuit is filed must have the power to hear the business litigation case, or the court will dismiss the matter for lack of jurisdiction. The defendant company may appeal the grant of jurisdiction by the court and bring the issue into play in that matter. Issue of jurisdiction may arise in Oregon state and federal courts as well in the courts in all other states.

Many times, a court may have subject matter jurisdiction over a case, meaning that it has the authority to hear that type of subject matter in dispute. However, despite that authority, the same court may lack personal jurisdiction over the parties, and thus be disqualified to preside over the case. The ultimate authority that declares the law of jurisdiction in business litigation is the U.S. Supreme Court.

Business litigation includes shareholder claims for lost value

Under what basis may the shareholders of a corporation in Oregon and elsewhere bring a class action lawsuit to vindicate rights against a company that has engineered a merger with another company and maneuvered other substantial changes that allegedly diluted the shareholders' stock? The short answer to such business litigation issues is that the claim is allowed when there is a direct injury to the shareholder's ownership interest as opposed to the interest of the corporation. The issue came up recently in another state when a group of shareholders brought a lawsuit seeking class status against the company, a medical device maker known as Medtronic.

The shareholders say that they were harmed by a $50 billion corporate inversion deal in which Medtronic purchased another company, Covidien, and created a holding company in a foreign country that took over the operations. The effect was that longstanding Medtronic shareholders complain that they were compelled to pay millions in capital gains taxes while their shares were inappropriately diluted. The lower court had dismissed the case, but this week the state's highest appellate court reversed and remanded for a trial on the merits.

Business formation involves the networking of many functions

Getting a business started in Oregon is a straightforward process that involves some hard work. Developing the habit of deep focus on the outcome, i.e., visualizing success, will help also. Business formation is subject to some concrete guidelines and tips. Here are some that are important in getting started in the right direction.

If still at the conceptualization level, do some research on the concept of the business and the customer needs that it proposes to fill. Make sure there is a sufficient demand or need for the product or service. Bring on a good business formation attorney and an accountant to collaborate in providing a strong legal foundation and a competent framework for processing and filing taxes and other required paper work.

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