Author Info for Miller & Martin PLLC

Evan Allison

5 Provisions to Carefully Negotiate as a Tenant in a Commercial Lease

Lease agreements define the relationship between landlords and tenants. Whether you are a savvy business owner or a first-time tenant, a thoughtfully negotiated lease agreement is crucial to avoid negative impacts on your… more

Allowable Expenses, Change in Control, Commercial Leases, Commercial Real Estate Contracts, Commercial Tenants

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Lynzi Archibald

Fraud in the Inducement: The Collision of Causation, Confusion, Common Law, and Common Sense

Federal courts have long recognized fraud in the inducement (also referred to as simply “fraudulent inducement”) (“FITI”) as an actionable theory of recovery under the False Claims Act (“FCA”). However, while loosely rooted in §… more

Appeals, Business Litigation, Causation, Contract Disputes, False Claims Act (FCA)

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John Bode

Another Not-So-Subtle “Message” from the EEOC

What would the holidays be without a visit from the EEOC! Its latest visit was to Dillard’s – to stop by to pick up a $2 million settlement check this week in connection with an ADA class action filed in California back in… more

Americans with Disabilities Act (ADA), Equal Employment Opportunity Commission (EEOC), Family and Medical Leave Act (FMLA), GINA

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Michael Brown

Practical Advice for Family Business Succession

Combining family issues with business considerations is enough to stress even the most thoughtful and successful business owner. The good news is that there are ways to reduce the stress in family business succession. The… more

Business Succession, Closely Held Businesses, Corporate Governance, Family Businesses, Family Limited Partnerships

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Livia Campos

SEC Adopts Private Fund Adviser Reforms

On August 23, 2023, the Securities and Exchange Commission (the “SEC”) adopted new rules and rule amendments (collectively, the “Rules”) under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) that… more

Best Interest Standard, Broker-Dealer, Investment Adviser, Investment Advisers Act of 1940, New Rules

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Stacie Caraway

The New Trump Executive Order 14145 Regarding Equal Employment Opportunity – What It REALLY Means for HR

In the last few days since the Presidential Inauguration and initial Executive Orders, we have received emails saying everything from “President Trump has voided Title VII” to asking whether “all equal employment laws have been… more

Affirmative Action, Employment Discrimination, Employment Policies, Equal Employment Opportunity Commission (EEOC), Executive Orders

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Larry Cash

OSHA Penalty Reductions Support Safety-Conscious Employers and Small Businesses

The penalty structure for OSHA violations is contained in Section 7 of the Occupational Safety and Health Act. Congress initially made clear that the penalties are not necessarily intended as punishment for violations but should… more

OSHA, Penalties, Regulatory Reform, Small Business, Workplace Safety

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Chris Crevasse

The New Form I-9 Is Here - Are You Using It?

In July, the United States Citizenship and Immigration Services (USCIS) announced a new Form I-9 that employers must use beginning November 1, 2023. Compared with the older Form I-9 (Rev. 10/21/19), the new form has been… more

Department of Homeland Security (DHS), Employer Liability Issues, Employment Eligibility Verification, Foreign Workers, Form I-9

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Peter Critikos III

Fraud in the Inducement: The Collision of Causation, Confusion, Common Law, and Common Sense

Federal courts have long recognized fraud in the inducement (also referred to as simply “fraudulent inducement”) (“FITI”) as an actionable theory of recovery under the False Claims Act (“FCA”). However, while loosely rooted in §… more

Appeals, Business Litigation, Causation, Contract Disputes, False Claims Act (FCA)

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Jimmy Daniel

The New Trump Executive Order 14145 Regarding Equal Employment Opportunity – What It REALLY Means for HR

In the last few days since the Presidential Inauguration and initial Executive Orders, we have received emails saying everything from “President Trump has voided Title VII” to asking whether “all equal employment laws have been… more

Affirmative Action, Employment Discrimination, Employment Policies, Equal Employment Opportunity Commission (EEOC), Executive Orders

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Charles Forlidas

Are You Ready for First-to-File Patent Priority?

Patent attorneys are expecting a flurry of patent filing activity by March 15, 2013. This is because under the American Invents Act, U.S. Patent Laws will change on March 16, 2013 and the U.S. will convert to a first-to-file… more

America Invents Act, First-to-File, First-to-Invent, Intellectual Property Litigation, Inventions

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Leah Gerbitz

Tennessee Legislature Amends Data Breach Notification Statute - Encryption is No Longer an Automatic Safe Harbor

On March 24, 2016, Governor Haslam signed S.B. 2005 which amends Tennessee's data breach notice statute. The amended statute will go into effect on July 1, 2016. The new Tennessee breach notice requirements are triggered by the… more

Breach Notification Rule, Cyber Threats, Cybersecurity, Data Breach, Encryption

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Tom Harrold

Georgia Legislature Considers Expanded Franchise Exception for EV Makers

The Georgia legislature is considering a new exemption to the state’s longstanding franchise laws against vehicle manufacturers selling directly to consumers. Senate Bill 398 is currently before the Georgia State Senate. If… more

Automotive Industry, Electric Vehicles, Franchise Agreements, Franchise Laws, Franchises

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Brad Harvey

Texas Federal Judge Blocks DOL Final Rule on Increased FLSA Exemption Salary Thresholds

As our prior legal alerts detailed, pursuant to a Final Rule from the Wage and Hour Division of the Department of Labor (“DOL”), the salary thresholds for the Executive, Administrative, and Professional (“EAP”) and Highly… more

Department of Labor (DOL), Employer Liability Issues, Exempt-Employees, Fair Labor Standards Act (FLSA), Highly Compensated Employees

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Joseph Helm

IRS Announces Voluntary Disclosure Program for Employee Retention Credit Claims

The Internal Revenue Service has announced a voluntary disclosure program for employers that may have filed non-qualifying Employee Retention Credit (ERC) claims under the CARES Act for the wages paid during 2020 and 2021. Under… more

Business Taxes, CARES Act, Employee Retention, Employer Liability Issues, IRS

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John Henry

Regulation FD Does Not Prohibit Social Media Communications with Investors

The Securities and Exchange Commission (“SEC”) recently released a report that answers important questions about how companies can release material information through social media without violating Regulation FD… more

Investors, Public Disclosure, Regulation FD, Securities and Exchange Commission (SEC), Social Media

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April Holland

Five Things to Consider When Doing Business with Foreign Companies

Doing business with foreign entities can result in greater opportunities for U.S. businesses. Per the Tennessee Department of Economic and Community Development, the state is home to 1,000+ foreign-based companies. What if you… more

Enforcement, Forced Labor, Foreign Corporations, Foreign Entities, Foreign Investment

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Matt Jannerbo

The Corporate Transparency Act: A New Federal Law with Broad Implications

The Corporate Transparency Act (the “CTA”) is a new federal law enacted in 2021 to combat money laundering, terrorism, tax fraud and other illegal activities. Starting January 1, 2024, the CTA will require a substantial number… more

Anti-Money Laundering, Beneficial Owner, Corporate Transparency Act, Financial Crimes, Financial Regulatory Reform

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Doug Johnson

Are You Ready for First-to-File Patent Priority?

Patent attorneys are expecting a flurry of patent filing activity by March 15, 2013. This is because under the American Invents Act, U.S. Patent Laws will change on March 16, 2013 and the U.S. will convert to a first-to-file… more

America Invents Act, First-to-File, First-to-Invent, Intellectual Property Litigation, Inventions

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David Kesler

New Law Relaxes Restrictions on Hiring Individuals with Criminal Records in the Banking and Finance Industry

On December 23, 2022, President Biden signed into law a bill pertaining to financial institutions which relaxes restrictions on hiring individuals with criminal records… more

Banking Sector, Biden Administration, Criminal Records, Employee Handbooks, Employment Discrimination

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Chuck Lee

Update – Federal District Court Sets Aside the FTC’s Rule Banning Non-Competes

On August 20, 2024, U.S. District Judge Ada Brown of the Northern District of Texas granted summary judgment against the Federal Trade Commission (FTC) and set aside the FTC’s rule adopting a ban on most non-competition… more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Hiring & Firing, Labor Reform

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Alan Madison

Corporate Transparency Act Update: FinCEN Extends Beneficial Ownership Reporting Deadline to 90 Days for New 2024 Entities

The Financial Crimes Enforcement Network (“FinCEN”) issued a final rule on November 29, 2023, that extends the deadline for reporting companies to file their initial beneficial ownership reports. The rule extends the filing… more

Beneficial Owner, Corporate Transparency Act, Financial Reporting, FinCEN, Reporting Requirements

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Jessica Malloy-Thorpe

COVID-19 as a Disability Under the ADA: Considerations for Employers as the Pandemic Continues

In response to questions from employers and employees alike regarding when COVID-19 constitutes a disability for purposes of the nondiscrimination and reasonable accommodations provisions of the Americans with Disabilities Act… more

Americans with Disabilities Act (ADA), Coronavirus/COVID-19, Disability, Disability Leave, Employer Liability Issues

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Mike Marshall

Corporate Transparency Act Update: FinCEN Extends Beneficial Ownership Reporting Deadline to 90 Days for New 2024 Entities

The Financial Crimes Enforcement Network (“FinCEN”) issued a final rule on November 29, 2023, that extends the deadline for reporting companies to file their initial beneficial ownership reports. The rule extends the filing… more

Beneficial Owner, Corporate Transparency Act, Financial Reporting, FinCEN, Reporting Requirements

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Bruce McCall

Corporate Transparency Act Update: FinCEN Extends Beneficial Ownership Reporting Deadline to 90 Days for New 2024 Entities

The Financial Crimes Enforcement Network (“FinCEN”) issued a final rule on November 29, 2023, that extends the deadline for reporting companies to file their initial beneficial ownership reports. The rule extends the filing… more

Beneficial Owner, Corporate Transparency Act, Financial Reporting, FinCEN, Reporting Requirements

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Jason McCarter

Road Notes - Takeaways from Used Car Week 2024

The 25th annual Used Car Week recently took place in Scottsdale, Arizona. This multi-track conference highlights trends in the automotive remarketing industry and various solutions for dealers, remarketers, lenders and other… more

Automotive Industry, Car Dealerships, Electric Vehicles, Motor Vehicles, Used Cars

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Racquel McGee

Steering Through Privacy: State Law Variation Affecting Auto Dealers

Automotive dealers and their service providers should take note of an important key difference between the California Consumer Privacy Act (CCPA) and other recent state privacy laws designed to protect consumer information… more

Automotive Industry, California Consumer Privacy Act (CCPA), Cybersecurity, Data Privacy, Data Protection

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Scott McGinness

SEC Adopts Private Fund Adviser Reforms

On August 23, 2023, the Securities and Exchange Commission (the “SEC”) adopted new rules and rule amendments (collectively, the “Rules”) under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) that… more

Best Interest Standard, Broker-Dealer, Investment Adviser, Investment Advisers Act of 1940, New Rules

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Ansley Moses

IRS Announces Voluntary Disclosure Program for Employee Retention Credit Claims

The Internal Revenue Service has announced a voluntary disclosure program for employers that may have filed non-qualifying Employee Retention Credit (ERC) claims under the CARES Act for the wages paid during 2020 and 2021. Under… more

Business Taxes, CARES Act, Employee Retention, Employer Liability Issues, IRS

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Merrill Nelson

What Do Tennessee’s New Hemp Regulations Mean For Hemp Processors?

In June 2019, we reported the Tennessee Department of Agriculture’s (“TDA”) announcement of several changes to Tennessee’s hemp program by issuing updated regulations. Among these changes were that the newly updated… more

Agricultural Sector, Department of Agriculture, Hemp, Marijuana Related Businesses

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Robert Parsley

What Does an Independent Contractor Mean to You? Eleventh Circuit Issues Significant Independent-Contractor Ruling

Last week, the U.S. Court of Appeals for the Eleventh Circuit (which has jurisdiction over Alabama, Florida and Georgia) issued a ruling that is noteworthy for all employers, addressing the often-contested issue of whether a… more

Appellate Courts, Collective Bargaining, Corporate Counsel, Independent Contractors, Misclassification

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Rachael Ruiz

OSHA Penalty Increases

In Case You Needed One More Reason to be PROACTIVE About Workplace Safety. . . Here are 129,336 Reasons. On January 2, civil penalty amounts for violations of workplace safety and health standards increased by two percent from… more

OSHA, Penalties, Workplace Safety

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Eileen Rumfelt

Borrower Beware: Landmark Copyright Infringement Decision Issued by the United States Supreme Court

The United States Supreme Court recently issued its first opinion in the realm of copyright since its 2021 decision in Google v. Oracle, this time focusing not on software and source code, but on pop art and the publishing… more

Copyright, Copyright Infringement, Copyright Litigation, Fair Use, Google

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Evan Sharber

The Corporate Transparency Act: FinCEN Not Issuing Fines or Penalties in Connection with March 21 Deadline

As an update to our February 21 article, yesterday FinCEN announced that it “will not issue any fines or penalties or take any other enforcement actions against any companies based on any failure to file or update beneficial… more

Beneficial Owner, Corporate Governance, Corporate Transparency Act, Enforcement Actions, Filing Deadlines

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Hugh Sharber

Practical Advice for Family Business Succession

Combining family issues with business considerations is enough to stress even the most thoughtful and successful business owner. The good news is that there are ways to reduce the stress in family business succession. The… more

Business Succession, Closely Held Businesses, Corporate Governance, Family Businesses, Family Limited Partnerships

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Scott Simmons

Final Rule Clarifies Third-Party Employee Representatives May Accompany OSHA Officers During Inspections

Through its final rule issued on April 1, 2024, OSHA is amending its Representatives of Employers and Employees Regulation. The final rule clarifies that a representative or representatives authorized by employees may be either… more

Employee Representatives, Employer Liability Issues, Final Rules, Human Resources Professionals, OSHA

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David Spiller

BIZ BITS: Avoiding Foot-faults and Other Unnecessary Deal Risk

In this blog post, Miller & Martin attorney David Spiller addresses how seemingly minor deal faults have the potential to impact transaction outcomes in a major way. As an avid “club” tennis player, meaning that when I play… more

Acquisitions, Indemnification, Mergers, Private Equity

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Steve Stark

New Trademark Examination Guide 1-19 – Some CBD Products Can Now Have Federal Trademark Registrations

In the continuing evolution of Cannabis law in the U.S., the United States Trademark Office is now prepared to allow at least some Cannabidiol (CBD) containing products to have federally registered trademarks. New guidelines… more

Cannabidiol (CBD) oil, Controlled Substances Act, Hemp, Marijuana, Popular

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Erin Steelman

How Should Employers Respond to the Federal Trade Commission’s Ban on Non-Competition Agreements?

On April 23, 2024, the Federal Trade Commission (FTC) issued a final rule adopting a comprehensive ban on non-competition agreements and clauses, which prevent workers from leaving for a competitor for a certain period of time… more

Anti-Competitive, Competition, Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC)

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Rebecca Thornhill

Supreme Court of Georgia Upholds Constitutionality of Certificate of Need Statute

The Supreme Court of Georgia has rejected an outpatient surgery center’s constitutional challenge to the state’s Certificate of Need (“CON”) statute, Women’s Surgical Center, LLC, v. Berry. The applicable code section, O.C.G.A… more

Anti-Competitive, Certificate of Need, Constitutional Challenges, GA Supreme Court, Health Care Providers

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Bill Trumpeter

NLRB Issues New Rules on Joint Employment

In a 3-2 decision involving Browning-Ferris Industries of California (BFI), the National Labor Relations Board (NLRB) refined its standard for determining joint-employer status… more

Browning-Ferris Industries of California Inc., Collective Bargaining, Franchisee, Franchisors, Joint Employers

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Clay Walts

Does Your Retention Bonus Plan Violate IRS Code?

In a memorandum released earlier this month, the IRS Office of Chief Counsel ruled that a retention bonus payable to an executive violated Section 409A of the Internal Revenue Code ("409A"). The IRS further ruled that the… more

Bonuses, Corporate Counsel, Executive Compensation, Internal Revenue Code (IRC), IRS

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Neil Wilcove

Final Rule Clarifies Third-Party Employee Representatives May Accompany OSHA Officers During Inspections

Through its final rule issued on April 1, 2024, OSHA is amending its Representatives of Employers and Employees Regulation. The final rule clarifies that a representative or representatives authorized by employees may be either… more

Employee Representatives, Employer Liability Issues, Final Rules, Human Resources Professionals, OSHA

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Frank Williams

SEC Adopts Private Fund Adviser Reforms

On August 23, 2023, the Securities and Exchange Commission (the “SEC”) adopted new rules and rule amendments (collectively, the “Rules”) under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) that… more

Best Interest Standard, Broker-Dealer, Investment Adviser, Investment Advisers Act of 1940, New Rules

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