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Baton Rouge Business and Commercial Law Blog

How does offer and acceptance work in business contracts?

Essentially, a business contract is an agreement that can be legally enforced between two or more entities; a contract may specify actions that must or must not be taken by either entity or all entities involved, if there are more than two. An entity in this context could refer to either a person, company or a corporation.

Typically, contracts are enforceable according to the laws of the state in which the contract was drafted. To that end, there are two types of state law, which are often referred to as common law and the state's version of the Uniform Commercial Code. Determining which type of state law is applicable to a specific contract depends on the nature of the contract.

What is intellectual property and how to protect it?

The legal definition of intellectual property applies to creations that are usually somewhat abstract and mind dependent such as artistic and literary works, or symbols and images and even product names that are used in commerce to differentiate products and make them stand out in the business world.

Intellectual property can be subdivided into two categories. One category, called industrial property, encompasses such things as industrial designs, trademarks and even geographical indications. The other category is called copyright. Copyrights cover literary works like novels, short stories, poems and the like. It can also apply to music and film and artistic works such as sculptures, paintings and even architectural designs.

Employment litigation: Sony sued for violating ADA

Louisiana residents are likely familiar with Sony's recent problems. However, Sony is in the news again, but this time, it has nothing to do with North Korea. It appears that the electronics and entertainment monolith has agreed to pay $85,000 in a lawsuit that was filed by the U.S. Equal Employment Opportunity Commission (EEOC).

The money will be paid under a consent decree that it entered in federal court to end a lawsuit. In the lawsuit, the EEOC accused the company of violating the Americans with Disabilities Act, or ADA, by firing a woman because she was disabled with a prosthetic leg.

What is a Louisiana construction defect?

Any Louisiana construction project has a number of steps that have to be executed correctly to produce the final result. These steps include the design, planning, supervision, inspection and construction of the building. If a deficiency occurs at any stage in the implementation of any of these steps that causes any portion of the building to fail to perform in the manner that it was intended, then that would qualify as a construction defect.

Some common place construction defects that also typically incur a high cost to rectify include any compromises to the structural integrity of the building. An example would be incorrectly mixing concrete without using the proper proportions, which then leads to a much weaker end product than what is needed. Another example would be any errors that affect the electrical wiring running through the walls that would require getting into the walls to trace and fix the problem. Similarly, improper sealing and caulking can lead to water seeping into areas that are susceptible to mold growth.

Louisiana Medicaid contract dispute results in extension

Louisiana residents should be interested to know that legislators have elected to extend Louisiana's current multimillion dollar Medicaid claims processing contract for an additional year. The vote on the extension was necessary when the governor effectively fired the company that was approved to take over the contract; thus, necessitating the need to find another company to continue the claims processing.

The lucrative $200 million contract was terminated when the Governor of Louisiana cancelled the contract. The contract was awarded to the company based out of Maryland, but allegations arose that the company was given the contract preferentially by the State of Louisiana's former health secretary.

Louisiana-based Iberia Bank to acquire Atlanta-based bank

Louisiana residents should be interested to know that Louisiana-based Iberia Bank has announced its plan to merge with Georgia Commerce Bank. According to the announcement, Iberia Bank's acquisition of Atlanta-based Georgia Commerce Bank will be finalized in as little as six months.

Currently Lafayette-based Iberia Bank has served Louisiana since its inception 127 years ago. In addition to Louisiana, Iberia Bank also run's operations in several other states in the U.S. with a network of 187 branches.

What employers should know about ADA litigation

The federal agency that is tasked with the enforcement of laws prohibiting discrimination in the workplace is the U.S. Equal Employment Opportunity Commission (EEOC). Since its inception, this agency has been entrusted with handling any and all litigation that is alleged to stem from employers infringing on their employees' rights under the Americans with Disabilities Act (ADA).

The agency has handled well over 200 lawsuits that were filed alleging disability discrimination charges since the beginning of the fiscal year of 2011. The charges in those lawsuits ran afoul of the ADA as well as the amendments to the act that were passed in 2008.

Can arbitration resolve complex construction disputes?

There are myths out there about alternative dispute resolution processes, such as arbitration, taking longer than and being as costly as litigation. However, according to the American Arbitration Association, in the construction industry, alternative dispute resolution (ADR) techniques have been used for a while, and, are in fact less expensive and more expeditious.

Federal court statistics indicate that the average length of time for a jury or bench trial is about two years. Data from the American Arbitration Association shows that if parties choose arbitration to resolve their dispute, the matter takes less than a year.

Contract negotiations for American Airlines pilots continue

Louisiana residents may be interested to know that airline giant American Airlines has agreed to pursue further negotiations with the company's pilots union over a combined labor agreement in lieu of arbitration. Both sides have indicated that they hope the negotiations will be concluded by the end of the year.

The negotiations seemed to have hit an impasse when American Airlines insisted that the Allied Pilots Association accept the offer it outlined as a basis for continuing the contract negotiations. If the offer had been accepted, the pilots association would have had to agree to drop its counter proposal.

What is a reverse merger?

A reverse merger is a method by which a private company that has restricted access to capital may seek better funding by gaining access to U.S. capital markets. They do this by merging with a company that is publicly traded in the U.S. This method is typically employed by wholly privately owned companies or companies that operate in foreign countries and thus are outside the United States. Another name that transactions of this type may go by is "reverse takeover."

Typically when a reverse merger transaction is executed, an existing public reporting company acquires a wholly owned private company. The public company, which is called a shell company, will have few if any operations. During the course of the transaction, the private company's shareholders will typically swap shares of the private company for shares of the publicly traded company in large enough amounts to give them a controlling majority of the publicly traded company.

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