Want to Start A Business in Indiana

Then stop and take a look the Indiana Government site - Access Indiana. One page exists as pretty much a portal for businesses wanting to start up here or relocate here. Just follow this link.

I use pretty much as I do not find easily a link to the Indiana Secretary of State's Business Services Division page. A rather important page as it with the Secretary of State that registers corporations, and limited liability companies.

Non-Competition - Policy Ideas

I have written before about Massachusetts liberality towards non-compete agreements here and here. NECN reported a potential change its Mass. non-compete culture to change?

Warner said he believes limiting or banning non-competes would lead to more companies like Google, Cisco Systems, and Avid getting launched in this area instead of Silicon Valley or other parts of the country.

"Here's what happens with non-competes: People think about starting a new company, but they can't leave their current company and go to a competing company,'' Warner said in an interview at a Massachusetts Technology Leadership Council conference this week. "The non-compete issue is hurting us more than you might ever know.''

It's unclear if this bill moves this year. The state's biggest business lobby, Associated Industries of Massachusetts, which represents over 7,000 employers, isn't opposing or backing the bill, saying it sees deep division on the issue. AIM said it thinks fixing other issues -- like taxes, unemployment insurance and electricity costs -- would do far more to improve the Bay State business climate than would the change in non-competes.

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Beck said he agrees some more could be done to unlock the flow of tech talent in Massachusetts, short of a total Silicon-Valley-style ban on non-competes. He's working pro bono with Brownsberger and Ehrlich and advocates on various sides of the issue to find middle ground and get legislation enacted -- building on the two legislators' own agreement to mesh their previously separate non-compete reform bills. "We're trying to find a compromise between the legitimate business interests of the employer and the right of the employee to continue to work" in their field after leaving an employer, Beck said.

I remain unconvinced that Indiana's conservative approach to non-competition agreements makes Indiana any more attractive to businesses than other states. I think Massachusetts has not been able to translate its academic talents for technology (remember that MIT stands for Massachusetts Institute of Technology) as California has because of its non-compete policy.

Trade Secrets: Today's Roundup of Litigation

No claims made that these stories represent all of the new trade secrets litigation but these are the ones caught by Google Alerts.

IOSTAR entangled on earth:

IOSTAR and its founder and CEO have filed suit against the three former associates, alleging theft of corporate secrets in order to develop competing satellites. In a counterclaim, the three allege that the CEO has misappropriated millions of dollars and violated tax and securities law.

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In its lawsuit, IOSTAR charges that Stuart, French and Busch "have systemically misappropriated IOSTAR's trade secrets."
They did so, the suit alleges, in order to develop a space tug that would compete with one being fashioned by a company called SWANsat, in a project in which IOSTAR is participating.
"We think the claims against Mr. French are groundless," said Sam Straight, French's Salt Lake City attorney.
Stuart and Busch declined comment about their dealings with D'Ausilio, but in their answers to the lawsuit they deny appropriating any trade secrets from their involvement with IOSTAR.

The articles goes on at greater length about the start up problems and possible chicanery. That makes it worth reading for more than the trade secrets.

Former Lubrizol Employee Charged:

A former research and development employee at specialty chemicals company Lubrizol Corp. is accused of selling trade secrets to a competitor in South Korea, federal officials said.

Kyung Kim, 62, of Broadview Heights, was charged Wednesday in U.S. District Court with theft of trade secrets and conspiracy, said assistant U.S. Attorney Justin Roberts. No court date has been set.

For something quite a bit different and foreign: GM brinjal battle goes to HC.

NEW DELHI: It's a classic case of commercial interest vs public interest which could set an important precedent. Genetically modified brinjal — expected to be the country's first edible GM crop — could find its way to your plate soon.

But first, Delhi high court will have to decide whether the company conducting its field trials can keep data on health and environment safety tests out of the public domain on the grounds that the information is a "trade secret".

The data in question comprises toxicity and allergenicity studies and was submitted by Maharashtra Hybrid Seeds Co Ltd (Mahyco), a subsidiary of multinational Monsanto, to the department of biotechnology for regulatory clearances.

Another article having more than interest than only trade secrets. I suspect that in the United States we would see patent issues as well as trade secrets.

Tire maker wins trade secret case:

"Sam Vance, Alpha's sales and marketing manager at the time, was found guilty by 12th Judicial Circuit Court Judge Robert W. McDonald Jr. of giving a pair of overseas competitors everything they needed to steal business away from the Sarasota company."

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Jennifer Compton, an attorney with the Sarasota law firm Abel Band who worked on behalf of Alpha, said the win in the trade secret case was huge for her client.

"This is one of the larger ones in Sarasota County history," Compton said. "This is a very big deal for them. They were almost out of business."

Whether Vance has the wherewithal to pay the $19.7 million remains to be seen.

Ah, the age old question: can the judgment be collected?

Dissolving a Partnership in Indiana

How do you get out of a partnership? Dissolving the partnership is the first step.

Indiana's partnership statute defines dissolution at IC 23-4-1-29:

The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.

What causes a dissolution? IC 23-4-1-31 answers that question.

(1) Without violation of the agreement between the partners:

(a) By the termination of the definite term or particular undertaking specified in the agreement.
(b) By the express will of any partner when no definite term or particular undertaking is specified.
(c) By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking.
(d) By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners.

(2) In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time.
(3) By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership.
(4) By the death of any partner.
(5) By the bankruptcy of any partner or the partnership.
(6) By decree of court under section 32 of this chapter.

The second step is winding up the partnership and then termination of the partnership. I will follow up articles on those subjects.

From the stratosphere of business comes this story of a partnership breakdown, S&N’s brinkmanship pays off as Carlsberg blinks first

Five Ways to Legally Hurt Your Business

A list of things that a business can do to hurt itself by not taking the proper precautions under the law.

1. Fly Solo.

Business has enough risks, so why risk both your business and your personal assets? Operating as a corporation or a limited liability company protects your persons assets from your business creditors. Setting up a corporation or a limited liability company is relatively inexpensive - far more inexpensive than finding your home and personal bank accounts attached by your business creditors.

2. Not Setting Up a Corporation or Limited Liability Company Properly.

Paying an attorney to set up a corporation or a limited liability company looked like an avoidable expense when you saw that online or computerized program. If you cannot afford an attorney for an incorporation or a limited liability company, then you need to seriously consider whether you have the capital to run your business. Incorporating a business involves more than sending the Indiana Secretary of State Articles of Incorporation and a check. You do not want to wake up on day and find out that your incorporation incorporated nothing. Why not? See #1. An LLC operating agreement is a true retail product and you can find yourself with even more problems than with a stillborn corporation. These kinds of problems lead two kinds of attorney fees: big ones or just one to a bankruptcy attorney.

3. Fail to Protect Your Intellectual Property.

What is intellectual property? Trademarks, copyrights, patents, and trade secrets. The first three require filings with the federal government for full protection. Trade secrets require self-help. More importantly: these are the things that you actually make you money. If someone uses your business name or your business product, this steals from the work you did. Don’t protect it and it is gone and so goes your business. You need an attorney for the work on trademarks and copyrights and patents (you actually need a patent lawyer for patents), and you should have an attorney to review your trade secret protections. If you cannot afford these services, then you better ask yourself if you can afford to stay in business.

4. Fail to Protect Against Employees.

You know to keep an eye on the cash register even if your business no longer has a cash register. What about the other assets of your business? The trade secrets, the company goodwill, the company client list? Ask this about your employees: if any left, which ones could truly harm the business? Now ask yourself about those particular employees: do I have a non-compete agreement? If not, why not?

5. Never Establish a Working Relationship with your attorney.

Here is the best tip I can give any business owner on saving money: get your attorney involved at the start of the process and not at the end. Litigation costs more than a year’s consultation.