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Your company might find itself the target of unfair competition from business rivals in the form of slander or defamation. These situations are tricky to handle because, particularly in the area of online defamation, it can be hard to prove the identity of who was behind the unethical or illegal conduct. Still, you might have legal options for getting the defamatory content removed and punishing the wrongdoer.

This blog will discuss how to defend your company from unfair competition in the form of slander and false accusations. You will want to work with a South Carolina business attorney if you find yourself in this situation.

How to Prove Defamation of Your Company

Business competitors often bad mouth their rivals, but defamation rises to another level. Defamation can harm the reputation of your company and cause you to lose money. You will have to prove these elements to win a defamation lawsuit:

• The defendant said or wrote something that was spoken to another person or written in something that got “published.” The publication can be as simple as an online review or comment.
• The defendant’s words were false.
• The defendant’s words were not in a category that gets privileged treatment.
• The defendant’s words caused harm to your company.

You will want to preserve the evidence of the slander or defamation to the best of your ability because the defendant will likely deny the conduct. In the case of online content, you will want to take screenshots and print hard copies of the statements. 

For spoken defamatory statements, you will want to write down as many details as you know, like the date of the statements, the content of what the defendant said, the people to whom the defendant spoke, and any other information you know.

Getting the Defamatory Content Removed

Websites and social media platforms usually allow people to file a request for removal of defamatory content. They might not take action as quickly as you would like, but they could take your request for removal more seriously if your lawyer requests the removal of the false content.

Punishing the Competitor Who Slandered or Defamed Your Company

The challenge of taking action to punish the competitor who is unfairly targeting your business is the relative ease of anonymity online. A competitor can set up a fake profile to use when posting negative reviews about your business. They can get friends or employees to post false content for them. There are even shady organizations that provide “bad reviews” services for hire.

If you can, however, unmask the competitor who has defamed your company, you might be able to sue them for defamation, slander, and unfair or deceptive business practices. Your potential recovery could include fines, actual damages for the economic harm to your company, mental distress, or punitive damages. 

You can talk with a South Carolina business attorney about handling your unfair competition case that involves slander or defamation of your company and the money damages and other legal options you might have in your situation. For help with your case reach out to our office today.

You have a contract, and the other party makes it clear that they cannot or will not perform their end of the bargain. You probably wonder what your rights are in this situation and whether you have to perform your obligations under the contract. The blog will help you in understanding an anticipatory breach of contract and what your remedies are when this happens.

Anticipatory breaches of contracts are tricky events. You will want to work with a South Carolina contracts attorney to make sure that your legal rights get protected and that you do not inadvertently make an expensive mistake.

The Definition of an Anticipatory Breach of Contract

Cornell Law School defines anticipatory breach as:

“In contract law, anticipatory breach occurs when a party repudiates prior to the 

date that the performance is due. Anticipatory breach is an excuse for non-performance

by the non-breaching party. A party can retract its anticipatory breach provided that the 

non-breaching party has not relied on it.”

In plain language, if the other side denies that a contract exists or refuses to perform their duties under the contract, they have repudiated the contract, which is a breach of contract. The other side does not have to perform its obligations under the contract unless the breaching party retracts its anticipatory breach before the non-breaching party relies on the repudiation.

Let’s say that you have a contract to buy $50,000 of computers from an office supply company. They notify you that, due to supply chain issues, they will not be able to deliver the computers you ordered from them. You do not have to pay them $50,000. 

You do, however, have to take reasonable measures to minimize, also called mitigate, your damages. Suppose that the contract was for catering services for a large, important event. The caterer you hired notified you three months before the event that they would not be able to provide the catering for the event because they were going out of business. You should make every reasonable effort to find a replacement catering company to minimize your damages.

Remedies for Anticipatory Breach of Contract

There are four possible types of damages available for a breach of contract, depending on the circumstances.

• Compensatory damages. The purpose of compensatory damages is to pay the non-breaching party money for what they lost because of the breach. These losses are things like the increased amount they had to pay for replacement goods or services. Compensatory damages can get reduced if the judge feels that the non-breaching party did not try hard enough to mitigate their losses.
• Nominal damages. These damages are for “the principle of the matter.” In other words, you might not have suffered great expense because of the breach, but you want a judge to say that what the breaching party did was wrong. 
• Liquidated damages. Your contract might state a specific amount that either party will have to pay the other for breach of contract or delays. Often, liquidated damages get stated at a “per diem” rate, like $1,000 per day of delayed performance, up to a maximum total amount.
• Punitive damages are rare in breach of contract cases because they usually require a showing of actual malice that greatly exceeds the conduct found in ordinary business transactions.

Whether you find yourself needing to back out of a contract or you are on the other side of an anticipatory breach of contract, you will want to talk to a South Carolina business attorney to navigate these complex situations. For help with your case contact our office today, we offer a free consultation.

Solid corporate governance is essential for publicly held corporations to build trust between the companies and their shareholders. Corporate governance policies need to put the priority on the interests of the shareholders. Corporate governance is not one-size-fits-all. Companies need to tailor their compliance in governance programs to their unique circumstances, while realizing that regulations evolve on a continuing basis. The board is at the heart of the corporate governance process. 

Privately held corporations can also benefit from strong governance practices, particularly if they anticipate future investors. Whether your corporation is publicly held or privately held, you would want to work with a South Carolina business organization attorney. This blog will present an overview of navigating corporate governance: a beginner’s guide. 

An Overview of Corporate Governance

Your company will need both management and a governing body to deal with the challenges presented by current market conditions and challenges. The members of your board should keep in mind these primary topics:

• Strategic planning
• Compensation of executives
• Effectiveness and composition of the board
• Challenges for leadership
• Risk management 

Periodically refreshing the board with new members can provide a fresh outlook on these issues, increased diversity, different viewpoints, and a lower risk of members becoming entrenched and inefficient. You might want to consider having a formal policy that sets a mandatory tenure or retirement age for board members.

In addition to creating a successful and dynamic board, you will want to engage in succession planning for the leadership of the corporation. Business can continue without interruption if there is a written succession plan for the CEO and other key senior management roles. Profitability and shareholder volume can suffer without these goals being met.

How to Build an Effective and Balanced Board

When you have a board that operates effectively and has the necessary skill sets to explore current and future challenges, your company can grow and prosper. Your board has many jobs, including shaping and guiding the company strategy over the long term. You will want your board to evaluate the company’s strategy on a regular basis, through the lens of competitive threats, developments in the market, and world events.

Additionally, you will want to build a board that addresses these considerations:

• Tenure of directors. It can be problematic for a director to serve independently on behalf of the corporation if they have a long tenure. There is value to having institutional knowledge, experience, and an understanding of the company’s culture and strategy. The board should try to balance these concepts against the problems they can encounter with excessively long director tenure.
• Diversity of backgrounds, experience, and age. When you have a board composed of a wide range of candidates across these categories, the board is more likely to engage in lively debate and consider fresh options. It can be tempting for a board to act with one mind, and simply “rubberstamp” measures put in front of it. The more diverse the board members, the less likely groupthink is to occur.
• Covering necessary skill sets. Depending on the type of industry, your corporate board should include members with specific skill sets, like engineering, accounting, law, and human resources. 

You can talk to a South Carolina business attorney about governance practices that could be valuable to your corporation. Reach out to our office today for help with your case.

There is a lot of misinformation about non-disclosure agreements, and that confusion can lead to business disputes. The short version is that a person who signed a non-disclosure agreement cannot talk about the information the agreement protects with anyone who is not authorized to discuss the topic. Of course, you need to know more than that about non-disclosure agreements. 

Let’s explore what a non-disclosure is and when a business should use one. A South Carolina business contracts attorney can answer your questions about these documents and draft the right kind of non-disclosure agreement for your company.

An Overview of Non-Disclosure Agreements

Non-disclosure agreements (NDAs) go by several names, for example, they can also bear the title of proprietary information agreements (PIAs), confidentiality agreements (CAs), and confidential disclosure agreements (CDAs). If drafted properly, NDAs are enforceable in court and can protect the information the company wants to keep secret.

Situations In Which Businesses Use NDAs

Companies require entities who are not employees of the business to sign confidentiality agreements to protect the company from the disclosure of private business information in these situations:

• When a prospective buyer wants information about the business that the general public does not know, the company might require the potential purchaser to sign an NDA.
• Vendors, suppliers, and prospective investors also might have to sign a confidentiality agreement before getting access to private information about the company.

Many companies routinely require employees to sign confidentiality agreements, particularly if their job duties require the workers to access private information like customer lists, client data, trade secrets, marketing plans, and other topics that could harm the business or benefit competitors if leaked.

Before the advent of non-disclosure agreements, a person could go work for a business, access their confidential information, and then set up a new business in competition with their former employer. NDAs prevent that outcome and provide legal remedies for the employer if a former worker misappropriates protected information.

The company can require new employees to sign confidentiality agreements as a condition of their employment. The company might have to offer existing employees some type of consideration to sign NDAs if they have not signed one for the company in the past.

Enforceability of Confidentiality Agreements

An NDA might not get enforced by the court if the judge determines that the company is using the document to restrict more than they need to or to take away legal remedies of the worker. Here are some examples of NDAs that might be unenforceable:

• The agreement has an unreasonable duration, like restricting the employee from opening or working for a competing business using similar business processes for 20 years after leaving the company.
• The geographic scope is too large, for example, banning the worker from engaging in similar work anywhere in the United States, even though the company’s clientele were only located in one city in South Carolina. 
• Banning the employee from ever discussing anything they learned on the job, no matter how mundane, would be too broad or too restrictive. A department store does not need the same protections as a government intelligence agency, by way of example.
• Prohibiting the worker from reporting the company for breaking the law or exercising their legal rights if the company engaged in illegal activity against the employee. A business cannot force workers to sign away their right to be free from illegal discrimination or other rights as a condition of employment.

There are many other reasons why an NDA might be unenforceable, which is why you will want to work with a South Carolina business attorney to tailor your non-disclosure agreements to your needs. Reach out to our office today for help with your case.

Getting embroiled in litigation can cause great damage to your company, both in terms of massive legal fees and negative repercussions to the reputation of your business. As Benjamin Franklin said, an ounce of prevention is worth a pound of cure. It is best for your company to avoid getting sued or having to file suit.  

Here are some tips for avoiding litigation in business. You can talk with a South Carolina business attorney about how to implement these strategies in your company.

Be Proactive

Some business owners or managers think they do their job well if they respond to problems promptly. Actually, they would do their job better if they looked for potential problems and fixed them before they happened. This approach is similar to keeping your car well-maintained rather than waiting until you break down at the side of the road.

Listen to feedback and suggestions from your employees and customers. The compliments can be useful to analyze what your company is doing right so that you can try to replicate that behavior in other areas of your business. Complaints give you an opportunity to fix small problems before they develop into significant issues that could lead to litigation.

Return to the “Customer First” Model

In the past, many businesses operated under the principle of “the customer is always right.” Of course, the customer was not always right, but business owners would bend over backward to meet the expectations, however unreasonable, of the customer base. When the company made an honest mistake, it would go to great lengths to make it right.  

This approach avoided litigation and generated fantastic word-of-mouth benefits because the business got a reputation for treating its customers like gold. Going the extra mile might cost a little more initially, but the money it saves in preventing lawsuits and the money it makes for your company when it has an excellent reputation will be worth the expense. People do not tend to sue companies that treat them well.

Hire Carefully

If you make the mistake of hiring a difficult or litigious person to work for your company, it can be challenging to terminate the person’s employment without facing a lawsuit. You will want to perform a thorough background check before extending an offer of employment. You might not receive useful information from prior employers if they are concerned about getting sued by the job candidate. 

If you have legitimate concerns, think twice about hiring the individual. Always use a probationary period with new employees. Have the individual sign a document that gives you the right to terminate the employment during or at the end of the probationary period with or without cause. 

Use Alternative Dispute Resolution Methods

Mediation or arbitration can be useful ways of resolving disputes. These methods can be less expensive than full-blown litigation. Also, alternative dispute resolution can preserve the working relationship with the employee, vendor, or customer. 

Another option is to have a South Carolina business attorney negotiate a settlement of the claim against your company. You might be able to use any of these three methods to de-escalate the dispute and resolve the conflict amicably. Contact our office today for help with your case.