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Restrictive Covenants and Partnership Agreements
A partnership is the legal framework around which many law firms are organized, and the partnership agreement is the final word in the rights and responsibilities of the firm's partners. But law firm partnerships are limited in the terms they may include in their partnership agreements; these agreements must comply with legal ethics rules. Restrictive covenants, common in other industries, often run afoul of the legal ethics rules. This article examines the ethics of common partnership restrictive covenants, including non-compete and forfeiture-for-competition provisions, notice of withdrawal requirements, prohibitions on solicitation of partners, employees, and clients, and restrictions on using and taking documents, and suggests ways for firms to ethically protect the firm's interests.
Non-Compete and Forfeiture-for-Competition Provisions
Provisions that restrict the right of a partner to compete after leaving the partnership are unethical because Model Rules of Professional Conduct Rule 5.6 (a version of which has been adopted by almost all jurisdictions) prohibits agreements that “restrict the right of a lawyer to practice after termination of the relationship.” The rule embodies the long-standing doctrine of client choice with respect to legal representation: the “client's power to choose, discharge, or replace a lawyer borders on the absolute.” Robert William Hillman, The Ethics of Lawyer Mobility '2.3.1 (2d ed. 2009).
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Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Stranger to the Deed Rule
In 1987, a unanimous Court of Appeals reaffirmed the vitality of the "stranger to the deed" rule, which holds that if a grantor executes a deed to a grantee purporting to create an easement in a third party, the easement is invalid. Daniello v. Wagner, decided by the Second Department on November 29th, makes it clear that not all grantors (or their lawyers) have received the Court of Appeals' message, suggesting that the rule needs re-examination.