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What if my partner is doing something which fails to advance the interests or goals of our start-up company or is not fulfilling his/her promises?

Frequently start-up technology businesses open with high expectations of the success of the technology and the performance of the founders, either on the business or the technology side. The law affirms such expectations by enforcing strict fiduciary duties of loyalty and good faith owed by all stockholders in a closely held entity, to the other stockholders and to the business itself. These legal duties are a "golden rule" of a small business, and require that each stockholder support and advance corporate interests, and the individual interests of the other stockholders to the business. In instances where there is friction between owners caused by poor performance, diversion of corporate opportunities, defection, or working for another "side" business, one must be mindful of these legal duties, which may be incorporated into corporate documents or employment agreements, but exist by legal mandate anyway. There are many lawsuits over these issues and early consult with corporate counsel is appropriate.

We have a dispute - what do we do? Can we try mediation first (or litigate forever)?

Too often disputes result in prolonged litigation. There is another alternative - get an outside mediator first. Mediation is a confidential, privileged process with a "neutral" professional, involving dialogue, not adversarialism. Let's say a woman manager signs an unauthorized third party vendor contract, but claims her male, single boss made her sign with sexual innuendos. The boss denies it; management wants a different vendor. The vendor could sue; the woman and the man might be disciplined and/or sue. Early mediation provides a confidential, shuttle diplomacy approach, with a legal privilege. Even the most skilled corporate personnel can't equal the combined benefits of neutrality, confidentiality and listening by a mediator. The small cost of outside mediation may resolve issues and interests with creative results. Some cases must be litigated; but early mediation works before budgets and tempers flare, and the battle lives on for years.

I'm just starting up a small business. Do I need to worry about the Massachusetts Data Security Law?

Yes, ALL businesses of any size collecting or holding personal data on Massachusetts residents, which includes employees and customers, are subject to the law. This law includes businesses located outside of Massachusetts with data on a Massachusetts resident. The deadline to create and implement a plan of compliance is currently May 1, 2009; although some aspects of the law's implementation are being delayed to 2010. The law requires a business to encrypt all personal data located on fixed or portable devices. Failure to comply may result in significant fines of $5,000 or more. This legislation is broad and more sweeping than any federal mandate, so don't just worry about it, seek some guidance to set your business up to comply.

What does your brand say about you, are you protected?

All too often logos and tag lines are created with a look or specific message, but does it infringe on someone else? Can it be protected? Consider a strategy and precautions to protect the features of your branding efforts before trouble arises.
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