FROM OUR MANAGING PARTNER
Spring 2017 Newsletter

STEPHEN L. GOLAN

Managing Partner

What a Spring it’s been! In April, we had the privilege of helping Dr. David Dao reach an amicable settlement with United Airlines. This case made international headlines, but we are most proud of the impact our efforts will have on improving passenger service across the globe. All of us at Golan Christie Taglia are truly honored to be of service to each of our clients – to support you in all of your personal and business endeavors. This issue of our newsletter provides what we hope is valuable insight regarding:

CRITICAL CONCERNS FOR ALL NEW BUSINESS OWNERS
Starting a new business is a thrilling prospect; however, moving headlong into your new venture without preparing for all of the possible what-ifs could prove disastrous. Nichole Fundora shares some of the potential issues that could arise and how to plan for them.

COMPLIANCE-READINESS FOR INTERNSHIP PROGRAMS AND NEW SICK LEAVE ORDINANCES
Unpaid internship programs are a summer tradition for many students and businesses. Make sure that your business understands how to manage yours. New earned sick leave ordinances take effect July 1, 2017; find out what you need to do.

COPYRIGHT INFRINGEMENT: WHAT YOU SHOULD KNOW
Beverly Berneman offers guidance to shed light on the complexity of the Copyright Act, and what you should do to protect your interests.

Additionally, we are proud to have twenty of Golan Christie Taglia’s attorneys recognized as Leading Lawyers in Illinois for 2017. Because of you we have the opportunity to excel in what we do. Also, Margaret Christie will be speaking at a Women in Law leadership event, which is open to the public.

We wish you a safe, exciting summer! Please know that Golan Christie Taglia will continue to work with you – and for you. Your success is our success.

Stephen L. Golan

CORPORATE LAW & GOVERNANCE
Crucial Conversations for New Business Owners

NICHOLE M. FUNDORA

Associate

New business owners should plan ahead to avoid simple issues that can destroy a promising business.

An attorney can serve as an intermediary to help guide the serious discussions about tough subjects facing new business owners.

Starting a business can be one of the most exciting times in an entrepreneur’s life – and it should be! However, a young business should not be swept away in the honeymoon stage. It is imperative for business owners to think ahead and prepare for the good, the bad and the ugly at the very beginning of their business’s life (or even before they open their doors).

It is easy for owners to plan months or even years ahead when it comes to business issues, like their marketing, operations and product strategies; these are the flowery, great and exciting things when starting a business. However, many owners fail to plan ahead when it comes to legal issues; no one wants to focus on what can go wrong.

However, addressing issues before they arise is often times the only way to ensure the business continues.

Sure, everything is great now, but what if…

  • The owners have a falling out?
  • One of the owners becomes disabled, insolvent or passes away?
  • The company needs additional financing?
  • One of owners wants to leave the business?
  • One of the owners is not pulling his or her weight?

Without planning ahead, these simple issues can end up destroying a promising business.

To maximize your business’s potential, the owners need to have serious conversations about tough subjects, including (and by no means limited to):

  • Selecting an appropriate business entity (i.e. LLC, C-Corp, S-Corp, Partnership). Unless the owners file the appropriate formation documents, by default the business is a partnership or sole proprietorship and the owners will be subject to unlimited personal liability.
  • Ownership percentages and voting rights. 50/50 splits seem nice but often lead to “deadlocks” where the business is unable to continue if the owners do not agree.
  • Valuing the company. Sure, the company may not have substantial value now, but if you do not provide a mechanism now, one owner may have significant power to de-value or overvalue the company later on when the business has appreciated.
  • Buyout rights. You may love doing business with your partner, but that does not mean you want to do business with his or her spouse in the event that such partner passes away, becomes disabled or gets divorced.

We understand that it can be extremely difficult to discuss or even think about these issues when all you want to do is focus on all the wonderful things your business can become. That’s where we can help. An attorney can help foster these discussions and help give your business the best shot at success. A small investment in the beginning can be the difference between a short-lived business relationship (that often ends in costly litigation or total destruction of the business) and a successful lifelong (and even beyond) company.

Thinking of Hiring Unpaid Summer Interns? Read This First!

LAURA A. BALSON

Partner

MARGARET A. GISCH

Partner

As the end of the school year approaches, many students look for opportunities to make connections and gain valuable work experience. During summer break, a number of businesses offer unpaid internships. If your company is considering such a program, make sure you are aware of the rules and regulations that apply. For example, in order to be permissible under the U.S. Department of Labor’s rules, an unpaid intern must not be an employee of the company and must not receive any compensation or benefits of any kind. The intern must also acknowledge that he or she has not been promised or guaranteed employment of any kind after the conclusion of the internship.

The DOL also requires that the internship:

  • provide the opportunity for job training and a valuable educational experience in the industry;
  • teach skills that can be translated to the entire industry and not only a specific company;
  • benefits the intern, not only the company, and that the company may not derive an immediate advantage from the work performed; and
  • does not displace other employees of the company, but does require working under the supervision of existing staff.

Ready to Comply with Cook County’s New Mandatory Sick Pay Law?

In 2016, the City of Chicago and Cook County passed separate, although nearly identical, earned sick leave ordinances. Both laws go into effect starting on July 1, 2017. Below are some of the most important parts of the ordinances:

  • Posted Notice: Notice must be posted in a conspicuous place at each facility where any Covered Employee works that is located within the geographic boundaries of the City/County advising the Covered Employee of his or her rights under the law, including his or her right to Paid Sick Leave. The City Commissioner/County Agency is to prepare a form notice that satisfies all the requirements of the ordinance.
  • Notice provided to Employee: Under the terms of the City Ordinance, an employer must provide notice of the ordinance with the first paycheck to the employee. Under the terms of the County Ordinance, an employer must provide notice of the ordinance at the commencement of employment. The City Commissioner/County Agency is to prepare a form notice that satisfies all the requirements of the ordinance.
  • Who is Covered and How is Leave Earned: A Covered Employee is defined as an employee who, in any particular two-week period, performs at least two hours of work for an employer while physically present within the City/County boundaries. Any Covered Employee who works at least 80 hours for an employer within any 120-day period shall be eligible for Earned Sick Leave as provided under the ordinances. Earned Sick Leave begins to accrue either on the 1st day after the commencement of a Covered Employee’s employment OR on July 1st, 2017, whichever is later.
  • Earned Time: For every 40 hours worked after a Covered Employee’s Earned Sick Leave begins to accrue, that employee shall accrue 1 hour of Earned Sick Leave. There is a cap of 40 hours Earned Sick Leave accrued per 12-month period. At the end of the 12-month period, the employee can carry over to the next 12-month period half of their unused accrued Earned Sick Leave up to a maximum of 20 hours.

If you have questions about this, or any other employment-related laws, please contact Margaret A. Gisch or Laura A. Balson.

The US Copyright Office Rules Protect Website Owners from User-Posted Content

BEVERLY A. BERNEMAN

Partner

Websites invite users to post content for many reasons. It allows customers and clients to feel connected to the website. It provides a forum for user comments and discussion. The problem with providing an interactive environment arises when a user posts someone else’s copyrighted content. It could be a portion of a creative work, a drawing or a photograph. It could even be a link to material appearing elsewhere on the Internet. The post then becomes the basis for a copyright infringement claim against the owner of the website as well as the person who posted the content without authorization.

As a sidenote, copyright in a work attaches the moment the work is fixed in a tangible means of expression. The Copyright Act does not require registration of the work. However, registration has two primary advantages: (1) Actual notice of rights in the work; and (2) If the registration occurs prior to infringement, the owner of the work can seek statutory damages and attorneys’ fees in an infringement suit.

In 1998, the U.S. Congress amended the Copyright Act (17 U.S.C. §101 et seq.) by enacting the Digital Millennium Copyright Act (“DMCA”). The DMCA criminalized the act of using technology and devices to circumvent access to copyrighted works, whether or not actual infringement occurs. Recognizing the possible sweeping and unintended consequences for an Internet Service Provider (“ISP”), the DMCA created certain exemptions known as “safe harbors” (17 U.S.C. § 512).

Safe harbors generally apply when the ISP:

  1. does not have actual or apparent knowledge of the infringing post;
  2. does not receive a financial benefit from the infringing activity; and
  3. acts expeditiously to remove or disable the infringing content.

Websites that invite the posting of content can also take advantage of the safe harbors that were originally designed for ISPs.

Congress recognized that enforcement of the wrongful posting of unauthorized content could be costly and time consuming. Meanwhile, the infringement of the work would continue until the work was taken down. This disadvantaged both the copyright owner and the ISP. To address this problem, Congress created a voluntary notice and takedown procedure (17 U.S.C. §512(c)(3)). The owner of the copyrighted work can notify the ISP that an infringement has occurred and request that the content be removed. If the ISP complies with the takedown notice, it has immunized itself against a claim of copyright infringement. For content posters who disagree with the takedown notice, the DMCA also has a mechanism for protesting the takedown and seeking a “putback”.

To take advantage of the safe harbors, the owner of the ISP or website must designate an agent to receive DMCA takedown notices. The U.S. Copyright Office requires the filing of an “Interim Designation” of the agent and a filing fee. The website owner must also adopt a copyright infringement policy which can be part of the website’s Terms of Use and Privacy Policy.

As of December 1, 2016, the Copyright Office imposed new requirements for the designation of an agent. ISPs and websites that do not meet these requirements will not be able to take advantage of the DMCA’s safe harbors.

The new rules are:

  1. The Copyright Office requires online registration of designated agents;
  2. All paper registrations of designated agents will become invalid on December 31, 2017. All ISPs and websites who have previously designated agents, must re-register via the on-line system before that date;
  3. Registrations must be renewed every three years. Expired registrations can be renewed at any time; and
  4. The registration fee has been reduced from $105 to $6 per designation.

The website owner must designate an agent for all alternate names that the public might search to find a designated agent, including all domains and app names. For instance, a business may have a domain name, a business name and a Twitter ID that are all slightly different. The website owner should include all of the alternative names in the agent designation documents.

Any website that invites user content should appoint a designated DMCA takedown notice agent. The website owner should also examine its own Terms of Use and Privacy Policy to ensure compliance with the DMCA. Established policies for the use of a website aids the ability to claim DMCA protection.

GCT acts as a designated agent for its clients. To inquire about these services contact Beverly Berneman.

Announcements
TWENTY OF GOLAN CHRISTIE TAGLIA’S ATTORNEYS INCLUDED IN 2017 LEADING LAWYERS LIST

We owe a huge thank-you to all of the firm’s clients, friends and referral sources for helping us to continue to receive accolades in our profession, year after year.

We are pleased to announce the following Golan Christie Taglia attorneys have been named as Leading Lawyers in Illinois for 2017: Stephen Golan, Margaret Christie, Anthony Taglia, Robert Benjamin, Beverly Berneman, Nancy Franks-Straus, Margaret Gisch, Donna Hartl, Peter Katsaros, Caren Lederer, Barry Siegal, David Saltiel, Andrew Williams and Barbara Yong.

Additionally, Golan Christie Taglia attorneys Laura Balson, Anthony D’Agostino, Brianna Golan, Gillian Lindsay, Ashley Orler and Matthew Wasserman were named as Emerging Lawyers by Leading Lawyers.

Leading Lawyers is a division of Law Bulletin Publishing Company. Leading Lawyers surveys lawyers, asking them which of their peers (their competitors) they would recommend to a family member or friend if they could not take a case within their area of law or geographic region. To maintain the quality and credibility of the survey, lawyers cannot nominate themselves or anyone at their own law firm. Based upon survey nominations and approval by the Leading Lawyers Advisory Board, only the top lawyers are nominated and eligible for membership in Leading Lawyers. Leading Lawyers limits the total number of Leading Lawyers in each state to less than five percent of all lawyers licensed to practice law in that state.

The selection process for Emerging Lawyers is similar except that a candidate must be 40 years old or younger and the total number of Emerging Lawyers is limited to no more than two percent of all lawyers licensed to practice in Illinois.

Announcements
Margaret Christie To Speak At June 22, 2017 Women In Law Event

MARGARET A. CHRISTIE

Partner

The practice of law, as a whole, is changing – and so are the roles of women within the legal sector. And while it’s no secret that the legal industry is traditionally known for its resistance to change, women are excelling at adapting to these shifts. By taking on far greater leadership roles and driving change within law firms and corporate legal departments, women are shaking up the status quo in today's competitive marketplace.

Golan Christie Taglia name partner, Margaret Christie, will join a panel of highly successful law firm and in-house counsel leaders who will share their experiences and insights on taking charge and succeeding in the legal industry. Ms. Christie has been a partner with Golan Christie Taglia since 1995. Prior to that, she spent a number of years working in large law firms with national practices – Mayer Brown (Associate) and DLA Piper (Partner) – before setting up her own firm in 1987. Ms. Christie’s primary areas of practice are commercial real estate and corporate law where she represents entrepreneurial, family-owned and middle-market businesses. In addition to practicing law, she has been active in real estate development and management during her career. She was listed in the Top 10 Women Transactional Lawyers in Illinois and the Top 100 Women Lawyers in Illinois in the March 2015 edition of Leading Lawyers Magazine. Ms. Christie serves on the Advisory Board of the John Marshall Real Estate Center and is currently the Chair of the Executive Board of Cures Within Reach.

Registration for the event, which is open to the public, is available here:
http://www.womeninlawchicago.com/registration.html