Robison, Curphey & O'Connell Feedhttp://www.rcolaw.com/?t=39&format=xml&directive=0&stylesheet=rss&records=10en-us15 Oct 2018firmwisehttp://blogs.law.harvard.edu/tech/rssMohr to Present to Lenawee Students at Michigan AG Dayhttp://www.rcolaw.com/?t=40&an=80869&format=xml10 Oct 2018News<p>Kathryn M. Mohr will be speaking to approximately 400 seventh grade students from Lenawee and Hillsdale counties at AG Day on Thursday, October 11. AG Day &ndash; the first of its kind in Michigan - is sponsored by Lenawee Now, a public-private partnership dedicated to economic and business expansion throughout Lenawee County.&nbsp; Ms. Mohr, a native of Lenawee County, is a partner in RCO Law.&nbsp; She grew up on a family farm, and remains actively involved in family farming with her husband. She has a personal interest in assisting farmers in agri-business and succession planning.&nbsp; The event is designed to motivate students to consider careers in agriculture-related fields. Students will witness technology in action and will engage with professionals in genetics, horticulture, precision agriculture, crop/soil science, landscape architecture, forestry, conservation and veterinary medicine. AG Day will take place in two locations: the Lenawee Intermediate School District&rsquo;s&nbsp;Center for a Sustainable Future and Hudson Dairy.</p>http://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10RCO Law Hosts Law & Leadership Institute Internshttp://www.rcolaw.com/?t=40&an=79129&format=xml25 Jul 2018News<p>RCO Law was proud to again serve as the host site for two Toledo-area high school students participating in the Law &amp; Leadership Institute&rsquo;s week-long summer internship program. Each year, the Law and Leadership Institute provides legally-based academic instruction and leadership training through its internship program to over two-hundred high school students from underserved communities across the State of Ohio.&nbsp; The students spent four days with RCO Law learning about the legal profession and attending various events, to include meetings with judges and observation of courtroom proceedings.</p>http://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10Update on Restrictive Covenants in Employmenthttp://www.rcolaw.com/?t=40&an=76808&format=xml31 May 2018Insight<p>Non-competition provisions are common in employment agreements. Employers use these agreements to prevent employees from unfairly taking their skills and knowledge to a competitor, and to protect trade secrets and other confidential information. Employees and some courts dislike non-competition agreements, however, because they can limit future job opportunities and stifle free trade and competition. Moreover, many employers, especially in high-tech industries, oppose the use of these agreements because they make it harder to attract new talent. As a result of this opposition, proposed legislation and court developments may drastically alter the legal landscape for these clauses in the near future.</p> <p>Currently, courts in Ohio and Michigan will enforce reasonable non-competition agreements. Enforceable agreements must further the employer&rsquo;s legitimate interests and must not: restrict an employee&rsquo;s opportunity to work using his or her own knowledge; apply for too long; or apply in an overly broad geographic area.</p> <p>Proposed legislation currently pending in the Michigan House would limit employers&rsquo; ability to obtain non-competition agreements from current employees. If passed, the new law would render agreements with employees earning less than $31,200 unenforceable. The legislation also would prohibit using choice of law provisions to avoid non-enforcement by courts. Violations of the proposed statute would result in a $5,000 fine for each violation. This legislation has been under consideration by the Committee on Commerce and Trade for a year, and there are currently no plans to take action on the bill.</p> <p>Legislation severely restricting the use of non-competition clauses in Massachusetts is currently in front of the Massachusetts House Committee on Steering, Policy and Scheduling. Among other limitations on non-competition agreements, the proposed legislation would require fair and reasonable consideration beyond continued employment when entered into after the start of employment. In addition, this new law would limit the location and time that non-competition agreements could bind an employee and require notice to prospective employees that entering into the non-competition agreement was a condition of employment. This statute also would forbid enforcement of non-competition agreements with non-exempt employees under the Fair Labor Standards Act.&nbsp;</p> <p>California already prohibits courts from enforcing non-competition agreements. This prohibition extends to all employees. The law provides limited exceptions related to the sale of a business. Under California law, employees may sue employers if termination results from an employee refusing to sign such an agreement. Montana, North Dakota, and Oklahoma also disallow non-competition agreements. Other states, while not making non-competition clauses unenforceable, have limited their scope. In Hawaii, Act 158 banned non-competition clauses for technology business employees only. Oregon and Utah have both limited the length of the clauses to a year and eighteen months respectively.&nbsp;</p> <p>The Mobility and Opportunity for Vulnerable Employees Act, proposed in the U.S. Senate on June 4, 2015, would ban non-competition agreements for every worker making less than $31,200 (not including overtime) per year. Violations of this proposed federal law would subject an employer to civil fines up to five thousand dollars. This bill remains in a Senate committee.</p> <p>In most states, non-competition agreements are enforced if employers draft their provisions reasonably. However, the validity of these agreements may rapidly change in the near future. Employers should be aware of these potential sea changes in this area of the law.</p>http://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10Is A Transfer on Death Designation Right for your Small Business?http://www.rcolaw.com/?t=40&an=76592&format=xml23 May 2018Insight<p>Many Ohio business ownership interests are eligible for transfer on death (&ldquo;TOD&rdquo;) beneficiary designations. Ohio law allows for a business owner to make a simple probate-avoiding estate plan by way of a TOD designation on &ldquo;securities&rdquo;, such as membership interests in a limited liability company or stock in a corporation.&nbsp; It is one of the simplest estate and succession planning techniques out there, but you should carefully consider your intended result before making your business ownership TOD.</p> <p><b>Why?</b>&nbsp; A TOD designation for a small business owner allows the business&rsquo;s ownership to transfer smoothly and quickly upon an owner&rsquo;s death.&nbsp; This avoids the need for probate.&nbsp; Where a business has a few active owners, a TOD to a loved one, paired with a buy-sell agreement requiring the surviving partners to buy-out the loved one&rsquo;s inherited interest, may be effective.</p> <p><b>Why not?&nbsp; </b>Your business&rsquo;s buy-sell agreement, operating agreement, franchise agreement, close corporation agreement, or other controlling documents may prohibit TOD designations.&nbsp; Where permitted, a TOD designation may be subject to approval by a board.&nbsp;</p> <p>A TOD designation may not be appropriate for transfers between unrelated business partners.&nbsp; A TOD designation is a form of inheritance (gift upon your death).&nbsp; That means, your TOD beneficiary will receive the business ownership for free and will not pay your family, estate, or other heirs any compensation for the business interest.&nbsp; So, for example, if it is your intent that your business partner buy-out your share of the business, your business partner should not be your TOD beneficiary.&nbsp; However, where the TOD is to your family member, and a carefully drafted buy-sell agreement allows the other partners to buy-out your family member, a TOD can be a simple and effective probate-avoidance technique.&nbsp;</p> <p>Many professional service businesses cannot be owned by unlicensed individuals.&nbsp; So, for example, a TOD designation is not an appropriate way to transfer the interest to a family member who is not a licensed member of the profession.</p> <p>Your TOD beneficiary will own the business interest outright, and may have rights to immediately sell the business interest.&nbsp; So, if your hope is that the beneficiary retain the business ownership for a period of time, then a TOD designation will not achieve your goal.</p> <p>A TOD designation is not a replacement for a carefully-drafted will.&nbsp;</p> <p>While a TOD designation is a great tool for the succession of some small businesses, most businesses should consider other forms of estate and succession planning.&nbsp; Consult a legal professional before designating a transfer on death beneficiary for your business.</p>http://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10RCO Law Proudly Supports Project 419, A Collaborative Educational Event for Financial Service Professionalshttp://www.rcolaw.com/?t=40&an=76256&format=xml07 May 2018News<p>For the second time, RCO Law is a Platinum Sponsor of Project 419. Project 419, a partnership among four local professional organizations, is a day-long educational conference for estate and financial planning professionals doing business throughout Ohio and Michigan.&nbsp; The audience includes accountants, bankers, officers of charitable organizations, investment advisors from all backgrounds, and many others within the financial community.&nbsp; At RCO Law, we believe that clients are better served when we work alongside, and collaborate with, experts across the financial sector.&nbsp;</p> <p>RCO Law attorneys, Bradley L. Blandin and Sarah J. Corney, are officers in the partnering professional organizations.&nbsp; Sarah is also a founding member of Project 419.</p>http://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10Attorney Jim Holzhauer Presents to Maumee Valley Habitat for Humanity Homeowners About Estate Planninghttp://www.rcolaw.com/?t=40&an=75977&format=xml23 Apr 2018News<p>On April 9, 2018, attorney Jim Holzhauer spoke to 16 current and future homeowners through Maumee Valley Habitat for Humanity. Mr. Holzhauer presented an informational program on Ohio estate planning and advance care directors for the attendees and several Maumee Valley Habitat administrative staff members.&nbsp; In collaboration with Maumee Valley Habitat, RCO Law is providing to the homeowners, on a pro bono basis, wills, financial power of attorney documents, living wills, and durable powers of attorney for health care.</p>http://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10Preemption of Local Ordinances: Broad Protection for Michigan Farmers Under Right to Farm Act as Reaffirmed Through Recent Attorney General Advisory Opinionhttp://www.rcolaw.com/?t=40&an=75818&format=xml13 Apr 2018Insight<p>Dating back to 1981, Michigan has sought to provide protection to farmers, ranchers, and other agriculturalists through its Right to Farm Act (hereinafter, the &ldquo;<i><u>RFA</u></i>&rdquo; or the &ldquo;<i><u>Act</u></i>&rdquo;). At the time of its enactment, the state was facing an influx of residential development into traditionally rural areas, which came with an emergence of nuisance actions from new residents unaccustomed to the noise, odors, and dust often associated with certain agricultural activities.&nbsp; As such, the purpose behind the RFA is to safeguard farmers from liability under nuisance actions and zoning infractions; however, in order to obtain protection under the RFA the farm must: (i) conform to generally accepted agricultural and management practices (&ldquo;<i><u>GAAMPs</u></i>&rdquo;); or (ii) have existed before an applicable change in the land use and, in that time, must have been in compliance with applicable GAAMPs. MCL 286.473. To date, the Commission of Agriculture and Rural Development (the &ldquo;<i><u>Commission</u></i>&rdquo;) has promulgated eight sets of GAAMPs covering the following topics:&nbsp; Site Selection, Care of Farm Animals, Nutrient Utilization, Manure Management, Irrigation and Water Use, Pesticide Utilization and Pest Control, Cranberry Production, and Farm Markets.</p> <p>Since becoming law, the RFA has been amended twice and, in each instance, the protections afforded thereunder have been slightly broadened to ensure the purpose of the Act is fulfilled.&nbsp; Most recently, the Attorney General of the State of Michigan, in Opinion No. 7302, has deemed this protection extended to encompass any topic already covered by one of the aforementioned GAAMPs.&nbsp; This has the effect of voiding local ordinances adopted by local units of government that regulate farming activities when and if the Commission has developed GAAMPs that address such activity.&nbsp; As background, Opinion No. 7302, issued March 28, 2018, sought to address the possibility of preempting local ordinances and regulations that: (i) limited the number of livestock per acre; (ii) required the submission and approval of a site plan by the local zoning administrator; (iii) limited manure operations and application methods; and (iv) required nutrient management plan to be submitted to and approved by local unit of government.&nbsp; Under the reasoning that each of the foregoing ordinance provisions had relevant and applicable GAAMPs, such regulation was an undue attempt to extend or revise the rights granted in the RFA.&nbsp; As a result, a farm otherwise in compliance with the GAAMPs would be preempted from any such local regulation.</p> <p>As Michigan remains dedicated to its statutory protection of farmers under the RFA, there are many ramifications from both a municipal and agricultural prospective. Should a local government seek to limit or expand any of the practices or methods asserted in the GAAMPs, it can only do so in and through a submission to the Director of the Department of Agriculture under MCL 286.474(7). This subsection of the RFA requires a municipality, prior to enacting any ordinance which may infringe upon any of the aforementioned GAAMPs, to first seek review and approval from the Department of Agriculture and further prohibits any enforcement until such approval is granted.</p> <p>For more details on this topic, or other matters related to farming operations, please contact attorney Kathryn M. Mohr, at <a href="mailto:kmohr@rcolaw.com">kmohr@rcolaw.com</a> or (517) 423-5404 for more details.</p>http://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10Chad M. Thompson Presents to the Society of Ohio Healthcare Attorneys' Spring Conference in Columbus, Ohiohttp://www.rcolaw.com/?t=40&an=75527&format=xml26 Mar 2018News<p>RCO Law Attorney Chad M. Thompson presented to the Spring Conference of the Society of Ohio Healthcare Attorneys (&ldquo;SOHA&rdquo;) in Columbus, Ohio on March 23, 2018. In attendance were members of SOHA, the Ohio Hospital Association (&ldquo;OHA&rdquo;), and the Ohio Society of Hospital Risk Managers (&ldquo;OSHRM&rdquo;).</p> <p>Mr. Thompson provided the Conference with an overview of recent trial and appellate court decisions that are impacting Ohio&rsquo;s healthcare industry.</p> <p>Chad M. Thompson is an Attorney in RCO Law&rsquo;s litigation practice group, where he represents clients in state and federal courts throughout the region.</p>http://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10Attorneys Cory Tomlinson and Kyle Jazwiecki Speak at Lourdes College of Nursing About the Perils of Social Mediahttp://www.rcolaw.com/?t=40&an=75089&format=xml06 Mar 2018News<p>On February 21, 2018, attorneys Corey Tomlinson and Kyle Jazwiecki spoke to students at the Lourdes College of Nursing about the perils of social media use in their career. The growing presence of social media in society creates new concerns for professionalism and patient privacy. Nurses and other medical professionals need to be mindful that what may seem like a harmless post may contain confidential information protected by HIPAA. Some communications, like direct messages, emails, or text messages, may also present serious HIPAA concerns when they are done in violation &nbsp;of an employer&rsquo;s policies, or outside the purpose of furthering patient care. &nbsp;For more information please contact: Kyle Jazwiecki at <a href="mailto:kjazwiecki@rcolaw.com">kjazwiecki@rcolaw.com</a>.</p>http://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10Overview of Employment Agreementshttp://www.rcolaw.com/?t=40&an=75010&format=xml02 Mar 2018Insight<p>Several types of agreements are generally categorized as &ldquo;employment agreements&rdquo;. The first type are those agreements between organizations and those who are generally considered to be &ldquo;employees&rdquo; of the organization. &nbsp;The second category of agreements are between organizations and those who are generally considered to be &ldquo;independent contractors or consultants&rdquo; to the organization.</p> <p>The organization&rsquo;s objective in using such agreements is to define the relationship and protect the organization&rsquo;s proprietary business information, intellectual property and technology, and provide ownership and protection of the work product generated by the employee/consultant in the course of his duties for the organization.&nbsp; These objectives are addressed through one or more of the following undertakings depending upon the scope of the work to be performed and the importance of intellectual property and proprietary business practices, manufacturing and product technology, and customer and vendor information to the success of the organization&rsquo;s business.</p> <p>To accomplish these objectives, the agreement for employees/consultants usually contains one or more of the following:</p> <ol> <li>The obligation of the employee/consultant to maintain the organization&rsquo;s proprietary information in confidence and to refrain from using it for purposes other than the organization&rsquo;s business;</li> <li>The obligation of the employee/consultant to disclose and assign to the organization inventions and developments made by employee/consultant in the performance of the agreement; and</li> <li>For some agreements which are usually specific to employees, the explicit obligation of loyalty to the organization during the course of employment.</li> <li>In some cases where there is justification based on the value of the proprietary/business information, additional &ldquo;non-compete&rdquo; obligations are included which preclude employment with competing entities for a limited period of time in specified geographic locations.</li> <li>In addition to the above, employment-specific topics such as job location and duties, pay rates, term and termination of employment, dispute resolution, applicable law, etc. are often addressed.</li> </ol> <p>The foregoing are just a few of the topics to be addressed in various types of employment agreements, which are generally supplemental to the matrix of applicable state and federal laws which provide for, and in some cases limit, the scope of the rights and obligations in employment relationships.</p> <p>Many employers develop a standardized approach to agreements with employees and consultants which are tailored to meet the specific company needs for their particular business while complying with applicable federal and state laws in the states where they conduct business.</p> <p>For more details on this topic or other employment-related matters, please contact Attorney Bill Beach, <a href="mailto:bbeach@rcolaw.com">bbeach@rcolaw.com</a>, at RCO Law.</p>http://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10