Michigan International Chamber of Commerce-- Columnist, radio host headlines legal panel discussion

By John Minnis

Legal News

Detroit Free Press columnist and WWJ-TV host Carol Cain was the warm-up act to a legal panel discussion hosted Friday evening, April 16, by the Michigan International Chamber of Commerce at the Hotel Baronette in Novi.

Panelists were Ashish Joshi of Lorandos and Associates, Atleen Kaur of Miller Canfield and Richard Goetz of Dykema Gossett.

Cain writes about business and politics in her weekly newspaper column and interviews key state and regional leaders on her weekly television program, "Michigan Matters."

She told the group of international business people how she questioned Oakland County Executive L. Brooks Patterson about his opposition to the smoking ban in restaurants going into effect on May 1. Patterson opposed the measure on enforcement grounds.

"I said, 'Brooks, what are you thinking?'" Cain recalled. "'People support this. It looks like you're for smoking.'"

Cain's interviewing style is laid back, not in your face.

"I'm a nice person," she said. "I don't ask 'gotcha' questions."

However, she did ask Compuware chief Peter Karmanos why he hired former Detroit Mayor Kwame Kilpatrick in Dallas. His response was, Cain said, "'I wanted to get Compuware into Dallas, and he's a good salesman.'"

People do not understand and are scared of globalization, Cain said, but change is inevitable.

"Whatever you are doing now will change," she said. "People who are able to adjust and accommodate change are the most successful."

Cain said she is frustrated with state and regional business, labor and political leaders who are not willing to change and work together. She acknowledged Michigan is in a crisis, but that could lead to positive change.

"You don't get anything done until you have a crisis," she said.

She also lamented the "brain drain going on right now."

"If you are a young person just getting out of college and you had a choice of Detroit or Chicago, where would you go?" she asked.

But, she concluded, "I have to be optimistic, because I have to be optimistic."

When asked about the gubernatorial race shaping up, she said she could not predict who would be in the final race in November.

"This is the first time I've seen a race really wide open," she said. "It's anybody's game. It's going to be a fascinating election to watch."

The legal panelist Joshi spoke on data privacy, or, rather, keeping private data private.

"When you collect data you have a legal obligation to protect that data," he said, "or face criminal and civil liability."

Not only do collectors of personal data face federal and state law, Joshi said, they face an even bigger threat: private attorneys.

Some of the biggest threats to private data security are LimeWire and other "peer-to-peer" (P2P) Web sites.

The important thing is that companies set up a policy about P2P use and enforce it. P2P access can be forbidden or it can be policed, but it has to be spelled out and be consistent.

"The worst thing you can do is have an employee violation and not act on it," Joshi said.

Also, companies must have a plan that can be implemented should the unthinkable -- a security breach -- occur.

"If the worst thing happens and you have a security breach," Joshi said, "immediately contact an attorney and create a team to handle it. You need swift action to comply with state notification laws."

Attorney Kaur of Miller Canfield discussed the various areas of intellectual property (IP) law: copyrights, trademarks and patents.

Patents are for processes that lead to products, she informed the international business group. Copyrights are automatic the moment someone puts their name on an original work, she said, but registering the copyright is still recommended.

Trademarks need to be registered and policed, Kaur said.

"I would recommend you do periodical Web searches to see if anyone else is using it," she said. "The purpose of trademarks is so that consumers can immediately recognize your name. The key thing is to make it as 'fanciful' (unique) as possible, and you have to police it."

Kaur mentioned there are legal protections under the law against "cyber squatting," the practice of purchasing a domain name of someone else's business or product and then ransoming it to the company or product's legitimate owner.

Concerning trade secrets, Kaur suggested that employees be required to sign an agreement that they cannot share the trade secret or use it once they leave the company. The same goes for customer lists, she said.

"Market your logo (trademark) aggressively," she said, "and protect it. Don't ignore your logo, your slogan, your trademark. Build it; protect it, and sell it."

Goetz of Dykema Gossett, sponsor of the event, spoke about "The Morning After the Deal."

"Nothing is guaranteed, especially in emerging markets," he said. "The keywords are due diligence, due diligence, due diligence."

He also warned international entrepreneurs not to expect the law to protect them. "Get to know the people you are dealing with," Goetz said.

Business law in China, for example, "is not really there yet," he said. "It's a hodgepodge."

Though not always enforceable, written contracts are important.

"If they don't pay any attention to a written agreement," Goetz said, "imagine what they will do if you don't have one."

He mentioned Transparency International and World Bank Group that rank countries based on their business practices. Transparency International ranks Canada and the United States as eighth and ninth, respectively, while China is ranked 79th, and Russia is one of the worst at 146th.

"Before you decide to go into a market, do a legal assessment," Goetz said. "You always want to check the stability of the legal and political systems. Is it getting more stable? Is the legal system improving?"

Goetz further warned of the difficulty of dealing with foreign legal systems.

"It's one thing to litigate or arbitrate in England," he said. "It's completely another matter to litigate or arbitrate in India. They have a saying in India, 'If you can't resolve it in this life, you will in your next life."

Concerning foreign exchange and remittances, Goetz said, "The question is, 'Will I be able to get my money out?' Probably, but you need to understand how it works."

He also warned against violations of the Foreign Corrupt Practices Act," which essentially forbids U.S. businesses from bribing foreign officials in order to secure or retain business.

"It is critical if you are doing business abroad that you have policies and training in place," he said. "They are to prevent violations and to protect you from a rogue employee."

Goetz also warned against violating trade sanctions, export controls and anti-boycott laws, money laundering schemes and undeclared foreign back accounts. "You can have a foreign bank account," he said, "as long as you declare it."

Published: Mon, Apr 26, 2010

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