Your business is like your house – every spring, you could do a little housekeeping, open the windows and beat the rugs. Here’s the corporate lawyer version of spring cleaning.

1.   Board Stuff

  • Board Approval. Consider whether your company has done anything major that ought to be either memorialized in your minute book or approved by your directors. For instance: bank debt, new management, salary increases, signed a big lease or litigation or legal trouble.
  • Resolutions. Write down the actions your company has taken so far this year that needs to be approved by the Board and email the list to your corporate lawyer or officer in charge of the Board. Your lawyer or officer should convert them into formal, written resolutions, for approval by the Board.
  • Minute Book. Once approved and signed by the Board, file them in your company’s Minute Book.
2.  Employees and Contractors
  • New Employees. Make sure that all of your new employees:
    • have been through orientation
    • have signed your employee manual
    • have signed your proprietary rights agreement
  • Proprietary Rights Agreement. If you don’t have a proprietary rights agreement, get your corporate, IP or employment lawyer to draft one for you.
  • Records. Make sure your employment records are in good shape under:
    • Occupational Safety and Health Administration (“OSHA”)
    • Department of Labor for your state and for the federal government
    • the American with Disabilities Act (“ADA”)
  • Retirement Plans. Have someone review your employee benefit plans and the management of those plans. You want to make sure that the plans and the management of them are in compliance. Failure to properly administer employee benefit plans can result in personal liability for the people in charge of them. Oy.

3.  Sales

  • Procedures. Make sure your sales procedures match the marketing strategies and tactics you have created for the year or sales cycle.
  • Staff. Verify that your sales staff is following these procedures and properly documenting orders.

4.  Insurance

  • Review your Coverage. Review your insurance to make sure you have the type and amount of risks covered. If you have started new business ventures, you also may need to add to the types of coverage you have. For instance, if you just added a blog to your business, then you may want to either add media liability coverage or make sure that your existing media liability coverage includes your blog.
  • Review the Policies. Review your insurance policies – not the certificate, the actual book of policies – to see if they say what they are supposed to say. If you discover gaps in your coverage or language that is confusing, ask about it and try to negotiate better language (it may increase your premiums).
  • Perfect Your Notification Procedures. Your insurance policy probably obligates you to notify your insurance company when something bad happens or you learn there may be an insurance claim. Now’s the time to make sure:
    • You have a procedure in place to decide if you will want to file an insurance claim.
    • You have a procedure and communication plan in place to notify the carrier, including deputies who can notify the carrier in your absence.
    • That you and other managers have the contact information for the carrier in your contacts (with instructions).

5.  Intellectual Property

  • Patents.
    • Review the activities, discoveries and inventions of your employees.
    • If any of the inventions are potentially patentable, talk to your patent lawyer ASAP. The reason is because you only have 1 year after you start talking about the invention to file your patent application – and around the world you have to file right away.
    • If you have adopted new technology, make sure someone else doesn’t have a patent on it.
    • Document all inventions and discoveries and make sure there is a very good, very clear and very accessible process for documenting and managing patents.
  • Trademarks. The rule of trademarks is “use it or lose it.” That also means using it properly.
    • Assemble any new slogans, names, product names or tag lines you have adopted.
    • Consider whether these are worth protecting as a trademark.
    • If so, call your IP lawyer.
    • Document all potential, actual and registered trademarks.
  • Copyrights
    • Assemble any new items that have been created, written, recorded, embedded or made in any way.
    • Make sure these have an appropriate copyright notice.
    • Discuss with your IP lawyer whether you should or could register the copyright to these works.
    • Make sure you keep a record of all copyrightable works.
  • Trade Secrets. Trade Secrets must be actually treated as secret by the owner to remain protectable. So:
    • Make sure your trade secret policy is being followed.
    • If you don’t have a trade secret policy, call your corporate or IP lawyer.
    • Make sure that trade secrets are being protected under lock and key (or password) and only available to people with a need to know – and who agreed in writing to keep it confidential.

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