Seismic Shift in the Power Struggle Between Management and Workers Signals Opportunity for Employers

By Adam M. Myron

In a 5-4 decision, the United States Supreme Court ruled this week that the Federal Arbitration Act (FAA) requires enforcement of agreements in which employees waive their rights to class and other forms of collective relief in court in favor of individual arbitration.  The high court’s ruling in Epic Systems Corp. v. Lewis, No. 16-285, and two related cases, upends a decades-long relative balance of power between management and workers ensured by the National Labor Relations Act and other federal laws.  The decision will undoubtedly have far-reaching consequences throughout the United States, where, according to a recent study published by the Economic Policy Institute, roughly 60 million people are subject to employment agreements requiring mandatory arbitration of disputes.

Employers that want to protect themselves from class and collective action by groups of employees would do well to ensure that they have tightly-drafted employment agreements requiring individual arbitration in the event of a dispute.  Employers that already have mandatory arbitration agreements with employees should consider having their existing agreements reviewed by legal counsel to determine if the terms can be redrafted to take advantage of one of the key implications of the Supreme Court’s ruling: employers can require, as a condition of employment, that employees agree to arbitrate disputes and waive relief in the courts.  In the past, some employers included “opt-out” provisions in their arbitration agreements whereby employees had the ability to maintain their right to class and collective relief in the courts and nevertheless retain their jobs.  Such provisions arguably protected employers from claims their arbitration agreements violated federal law.  With the Supreme Court’s decision in Epic Systems, however, employers may be relieved from the need to include such opt-out provisions in their arbitration agreements.

Regardless of your feelings about the central issues in the debate, the Epic Systems decision, lauded by management and derided by workers, will have broad-sweeping effects for years to come.

t your participation in them is and remains voluntary. The only information at risk is that which you put at risk.

National Class Action Filed by Uber Drivers in Miami

By Celia Ampel

A West Palm Beach lawyer wasn’t satisfied when he heard major labor litigation with Uber Technologies Inc. ended last month with a proposed $100 million settlement.

The settlement, which covers nearly 400,000 Uber drivers in California and Massachusetts, allows Uber to continue treating its drivers as contractors rather than employees. Gerald Richman of Richman Greer doesn’t believe that’s the right solution.

“The concept of Uber is a good concept, but the employees are not being treated fairly,” he said. “They are subject under the labor laws of the United States to benefits that they are not receiving.”

So Richman filed a lawsuit of his own in Miami federal court along with Adam Myron and Joshua Spoont of Richman Greer, Stephen Schultz of Slovak Baron Empey Murphy & Pinkney in San Diego and Thomas Schultz of LSRCF Law in Miami.

The nationwide class action claims the San Francisco-based ride-hailing service violates the Fair Labor Standards Act by not paying its drivers minimum wage or overtime.

The argument is built on the idea that Uber drivers are employees under IRS worker classification rules. The tax agency lists several factors that determine whether a company can classify its workers as independent contractors and avoid paying federal income tax, unemployment tax and Social Security and Medicare tax on their wages.

The most important factor in the IRS test is how much control the company exerts over the workers. Richman argues Uber exerts a lot of control, particularly when it comes to the money drivers make per ride.

“There’s all kinds of controls with regard to what they’re allowed to charge,” he said. “Uber is setting the prices. The drivers really have no control over that aspect of the relationship.”

Uber maintains its drivers, whom it calls partners, are independent contractors because they decide their own hours, have no set hourly wage and are free to work for competing services such as Lyft.

The California settlement will require Uber to give drivers an appeals process and more notice before they are cut, and drivers covered by the class would be able to solicit tips from riders. The settlement is awaiting approval by U.S. District Judge Edward Chen in San Francisco.

An Uber spokesman did not respond to a request for comment by deadline.

The employee-vs.-contractor debate has been raging at the state level in Florida for months. The state Department of Economic Opportunity determined in December that the state would treat Uber drivers as contractors, and a former driver’s appeal is pending in the Third District Court of Appeal in Miami.

At least 12 other state labor departments have found Uber drivers to be independent contractors.

Richman’s case is in its infancy, filed April 22 and assigned to U.S. District Judge Jose Martinez in Miami.

The attorney doesn’t necessarily have his heart set on taking the dispute to trial, but he wants to make some progress on the rights of drivers.

“We are determined to see it through to reach a fair result,” Richman said. “In other words, what would be wrong for the drivers is any sort of collusive settlement where lip service is paid and it’s a relatively small settlement. The fact of the matter is most cases ultimately end up settling, but the question is whether it’s a fair settlement.”

In other Uber litigation, the Miami law firm of Crabtree & Auslander filed a lawsuit Monday against the company in U.S. District Court for the Northern District of California over a booking fee that Uber drivers allegedly don’t receive if a passenger goes only a short distance.

 

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Why investing in ‘corporate governance’ is key to restaurant survival

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By Adam M. Myron

Pause for a moment to think about the best dish you ever created in the kitchen.  Chances are it was not the first time you tried to prepare it.  More likely, you achieved success only after several failed attempts.  You had to find the freshest ingredients, determine the correct proportions, measure out the right seasonings, and take special care not to over or undercook anything.  Patience and trial-and-error in the kitchen resulted in creativity, innovation and achievement.

Unfortunately, when it comes to building a successful business, an entrepreneur cannot afford a trial-and-error strategy.  Each decision will have far-reaching consequences and could determine whether a business is a boom or a bust.  Having a system of good corporate governance within your business is critical to giving your enterprise its best chance of survival.  This will involve investing in legal counsel to prepare documents governing the relationships between your company’s officers, directors, and shareholders; recording your company’s business activities and financial transactions; and adhering to statutes that mandate how to appropriately take actions by or on behalf of the company.  Frequently, however, businesspeople do not adhere to good corporate governance strategies and find out too late that, when it comes to dealing with financial and legal issues within their companies, an ounce of prevention is worth a pound of cure.

The fact that this seems to be particularly problematic in the restaurant and food services industry is not particularly surprising.  It is a common fact that the majority of new restaurants fail within the first year of existence, and from the moment of grand opening (if not sooner), there is enormous pressure to prove that a restaurant’s concept, menu and level of service are different and better than its competitors.  Moreover, entrepreneurs need to keep costs low in order to survive.  Considering those pressures, is it really any wonder that investing in legal services to ensure a system of good corporate governance is usually a low priority in the restaurant industry?  Nevertheless, failing to invest early in legal services can be a costly mistake.  Consider the following examples.

Example 1:  Smith and Jones are co-owners of ABC Inc., the sole asset of which is the hottest new restaurant located in the trendiest part of the city.  As 50-50 owners of ABC, Inc., Smith and Jones equally split expenses and share in all the profits, and because business is good, they are making money hand over fist. When they decided to go into business together, Smith and Jones agreed that Smith would be in charge of marketing the restaurant and Jones would manage day-to-day operations.  They formalized their agreement with a handshake.  Neither Smith nor Jones hired an attorney to prepare by laws, which would have governed the operations of the company and set forth the rights and powers of Smith and Jones as the company’s sole shareholders, officers, and directors.

One day, Smith learns from the executive chef that Jones has been sexually harassing several members of the kitchen staff, creating a hostile work environment.  To make matters worse, Smith learns that Jones has been paying himself an exorbitant “managerial” salary that accounts for 30 percent of the company’s monthly costs.  Smith discusses these matters with Jones, but Jones continues to harass the staff and write enormous checks to himself.  A few weeks later, a series of sexual harassment charges are filed with the Equal Employment Opportunity Commission.

Privately,  Smith consults an attorney to learn what she can do to remove Jones from management and minimize the company’s exposure for Jones’ misdeeds.  Unfortunately, Smith learns that what could have been a relatively easy and inexpensive fix is now much more uncertain and costly.  If ABC had by laws that provided in writing that any manager of the company who engaged in conduct prohibited by equal employment opportunity laws or paid himself a salary greater than a certain amount could be immediately terminated for cause upon the vote of at least half the shareholders of the company,  Smith might have been able to easily oust Jones from management.  Instead, because Smith and Jones had no written by laws or other corporate documents,  Smith decides that her best option may be to file a lawsuit, and as litigation costs mount, the business suffers.

Example 2: Davis and Miller, inspired by the hype surrounding the invention of the Cronut, decide to register XYZ, LLC and open a store dedicated solely to selling what they believe is going to be the next food craze: HotFrogs – hotdogs made from frog legs.  For reasons no one can explain, the concept is a smash success and, business is literally hopping.

In order to keep up with demand, Davis and Miller write several large checks from their personal accounts to the company’s operating accounts, and after a disagreement arises over what percentage of the business each member owns, Davis seeks counsel from an attorney to establish that she and Miller each own 50 percent.  After Davis explains that Miller is claiming ownership of 75 percent of the business and is entitled to 75 percent of the company’s distributions, Davis promises to provide to the attorney documents demonstrating that the business is evenly split.  However, after searching for proof of her ownership interest, Davis can only produce copies of a few cancelled checks written to the company, none of which describe what the funds were for.  Because Davis cannot prove her ownership interest with hard evidence such as share certificates, annotated checks, and governing documents, she gets embroiled in an expensive “he said, she said” lawsuit to establish her ownership rights.

These cautionary tales are not so uncommon, and they demonstrate why seeking counsel early when starting a restaurant is critically important to its survival.  Investing in good corporate governance helps ensure that when unexpected things happen, you can deal with them efficiently and cost effectively.  Your business is worth it.

Adam Myron is a shareholder in the West Palm Beach office of law firm Richman Greer, where he focuses his practice in the areas of business and partnership law, professional malpractice liability, employment litigation, association law and non-competition law. 

 

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A Matter of Morality: Knocking Out Athletes and Execs

Reporter: Rebekah Mintzer

Manny Pacquiao got some bad news this week when Nike Inc. decided to nix its multimillion dollar sponsorship of the boxer because of homophobic comments Pacquiao made while running for political office in his native Philippines. He joins a long list of celebs, from Tiger Woods to Kate Moss, whose public conduct has sent sponsors fleeing.

Legally speaking, how did Nike wiggle out of the endorsement? The likely answer is that Nike invoked a so-called “morals clause,” meant to ensure an outside partner’s good behavior while he or she is representing the company. These clauses are common enough that in­house counsel should probably familiarize themselves with them.

Like most any other clause in a contract between a company and a representative, morals clauses can be subject to a lot of negotiation. Some are narrowly tailored — for instance, making employment contingent on not breaking the law. Others are purposefully broad, demanding that an employee or spokesperson avoid scandal, immorality, or anything that would publicly embarrass the company.

“It’s about protecting the brand and it’s about protecting their investments,” says Adam Myron, a partner at the law firm Richman Greer.

What these clauses don’t do, however, is tell employees or spokespersons what beliefs to hold, Myron says. “I think ‘morals clauses’ is a little bit of a misnomer,” he says. “This isn’t about what morals someone has, but what they project into the world.”

The type of morals clause that a spokesperson winds up signing can have a lot to do with the specific legal and marketing demands on the company. Steven Naclerio, an attorney at Richman Greer, used to serve as general counsel for United States Bacardi Companies, where he says that morals clauses were essential because of industry codes about alcohol marketing and a desire to encourage responsible drinking. In the alcohol industry, these clauses “go far beyond what’s legal and what isn’t legal,” he explains. Alcohol companies like Bacardi need recourse, for instance, if a celebrity associated with their brand is seen drinking in an immoderate way.

Interestingly, company employees, especially executives, are increasingly being asked to comply with these types of personal rules as well. Execs can be face termination or a pay decrease if they run afoul of a moral clause.

“Celebrity-type executives” are more likely to have one of these clauses in their contract, says Timothy Cedrone, an associate at law firm Apruzzese, McDermott, Mastro & Murphy. That’s because “so many any people will associate the executive with the company,” he says.

Presuming they have enough leverage, spokespersons or employees can also ask for their own protection against the company or entity providing a sponsorship or endorsement. “In certain cases, you have what you would call the ‘reverse morality clause,’ which allows the executive or the performer to get out of the contract if the employer or whoever is on the other side does something that could damage their reputation,” says Jonathan Israel, a partner at Foley & Lardner.

A contract like this comes in handy when the sponsoring company becomes a liability, rather than an asset, to someone’s reputation. For instance, the Kardashian sisters terminated their relationship with University National Bank in 2010 after the attorney general of Connecticut criticized the bank for the extremely high fees associated with the “Kardashian Kard,” a prepaid debit card marketed using the Kardashians’ name and image. Though it’s unclear whether or not Kim and the gang had a reverse clause, it certainly would have been useful.

(As published in The Corporate Counsel Magazine) 

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Contributing Attorneys

Myron, Adam M. – Shareholder
Naclerio, Steven – Of Counsel

The SEC’s Claws Come Out in New Compensation Rules

Reporter: Rebekah Mintzer 

The fifth anniversary of the Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law by President Barack Obama on July 21, 2010, is fast approaching, but the U.S. Securities and Exchange Commission isn’t yet finished filling in the law’s regulatory blank spots. Recently, the SEC got a lot closer to providing clarity on what has been a hot topic for many companies: “clawbacks” of executive compensation.

The proposed rules significantly expand the scope of individuals who can get part of their compensation taken away if the company releases an accounting restatement. Although the rules will go through a 60-day comment period and another commission vote (they passed 3-2 this time around), companies would be best advised to start thinking about how they might prepare for these changes.

The SEC’s announcement prompted plenty of grumbling. One of the SEC commissioners, Daniel Gallagher, even called the commission’s new approach to clawbacks “tortured and nightmarish” in a dissent. So what’s the nightmare all about?

The standards create a new penalty for companies listed on SEC exchanges: incentive-based compensation for executives that is tied to accounting-related metrics, stock price or total shareholder return can be clawed back if the company has to revise its financial statements. The proposed regulations demand that companies take back the difference between what the executive’s pay was with the inaccurate statements and what it would be with the new and accurate statements.

Of course there is also a disclosure element: All companies covered by the rule need to file their clawback plans with the SEC and include other information, such as the names of any executives who didn’t get their compensation clawed back and explanations of why this didn’t happen.

Many publicly traded companies have been required to have clawback policies on the books under the Sarbanes-Oxley Act of 2002. Some have enhanced their programs beyond what’s required by SOX in preparation for the SEC’s new rules. However, it’s likely that there will be some work for most companies to do now that the new preliminary rules have been unveiled.

“I’d be surprised if there are many policies out there that don’t have to be revised,” Regina Olshan, a partner at Skadden, Arps, Slate, Meagher & Flom and global head of the firm’s executive compensation and benefits group, told CorpCounsel.com.

She noted that the current frameworks that companies use for clawbacks “give much more flexibility and discretion to the compensation committee about seeking recovery and determining the amount of recovery than is proposed under this rule.”

One of the areas where the new rules will pose a challenge for companies: how far back in time the claws can reach. While SOX only required companies to take back compensation from a year after the accounting misstatement, the new Dodd-Frank rules will extend to pay going back three fiscal years before the restatement was issued. Adam Myron, a shareholder at Richman Greer, told CorpCounsel.com that this means if a company spots an error in 2018, for instance, an executive could be forced to give back compensation from as far back as 2015. “Recovery would also be required from current and former executive officers,” he added. “So you might not even be employed by the company anymore, but you could be liable.”

Another change from SOX is that under the proposed rules, there will be an expansion in the types of executives who can get compensation taken back. Whereas only the chief executive officer and chief financial officer were eligible for clawbacks under SOX, the SEC now insists that more members of the C-suite will qualify. According to an SEC fact sheet these include the principal accounting officer; vice presidents in charge of principal business units, divisions or functions; and anyone else who performs policymaking functions for a company.

It’s unclear whether this means the general counsel’s compensation is eligible for a clawback. “It’s an interesting dynamic,” Olshan said. “General counsel are one group that are sometimes treated as executive officers and sometimes not. So I think that is one type of role that is very much split between whether or not it is considered an executive officer role. Certainly those that are executive officers will be subject to these clawback rules.”

The SEC guidance actually calls for comments on whether chief legal officers should be named specifically in company recovery policies, so there may be better answers to this question down the road. But even if CLOs wind up out of the clawback mix, companies will need to revisit their org charts to take a look at who would be subject to these clawbacks and then create and enforce a compliant compensation-recovery policy.

Another difficult aspect of the preliminary rules for companies and their counsel is that the SEC has deemed that recovery of pay is “no-fault.” This means that it doesn’t really matter who made the accounting error that triggered revisions to a company’s financial statements, other executive officers will be held potentially liable anyway. For example, said Myron, if an employee in a far-off business unit fudges numbers in the company’s books and the auditors and CFO then don’t pick up on it, the CFO would still be on the hook.

“If that CFO’s compensation was based upon those incorrect revenues and they were misstated, then the innocent CFO is going to be required to pay back that money to the company under this proposed rule, ” Myron noted.

Though companies still have several months before these rules become final, now is a good time to start adapting to the changes the SEC has laid out. “I think it’s something that companies were waiting for, and now that it is here
they really have to think hard about it,” Susan Markel, a managing director in the financial advisory services group at AlixPartners, told CorpCounsel.com.

“First, it’s making the extra effort to make sure they are getting financial statements right; and second, looking at the way they’re doing their compensation structures and if this is something they might want to think about changing.” Those boards of directors that want to mitigate the threat of clawbacks could think about making changes to the ways their executive officers get compensated. “I think it could be an inflection point,” Markel said. While trends in compensation have been moving toward paying based on shareholder value and company performance, a model based more on discretionary pay could help protect executives from the risk of clawbacks by separating incentive-based pay from what’s on the books could be an inflection point,” Markel said. While trends in compensation have been moving toward paying based on shareholder value and company performance, a model based more on discretionary pay could help protect executives from the risk of clawbacks by separating incentive-based pay from what’s on the books.

(As published in The Corporate Counsel)

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Contributing Attorneys

Myron, Adam M. – Shareholder

Under Disability Law, the Customer Might Be Wrong

“The customer is always right” is a business motto that’s meant to show a company is committed to good service. However, it’s clear from a recent case the U.S. Equal Employment Opportunity Commission brought in Florida that keeping the customer satisfied isn’t always the best way to go. In fact, it can lead to breaking the law. By firing a disabled employee based on customer feedback, Florida Commercial Security Services Corp. got itself into trouble under the Americans with Disabilities Act, and now will be paying handsomely for its mistake. The case serves as a reminder that when dealing with employees who have a disability, employers have to follow the letter of the law. “When you are asked to do something that violates the law, you can’t hide behind the shield of ‘The customer told me to do it,’” Bradley Sherman, managing shareholder of Littler Mendelson’s Cleveland office, told CorpCounsel.com.

According to the complaint in EEOC v. Florida Commercial Security Services, trouble for the plaintiff started in his first few days of work. Alberto TarudSaieh was hired as a security officer at FCSS and tasked with driving around a community association in a security vehicle. Tarud-Saieh, who only has one arm, did not wear his prosthetic arm to work on his patrol. The president of the community association spotted Tarud-Saieh on the job and phoned FCSS to complain, calling the company “a joke for sending them a one-armed security officer.” The agency manager of FCSS then fired Tarud-Saieh, who soon after filed an ADA charge.

In the case, which was heard in the U.S. District Court for the Southern District of Florida, a jury determined that FCSS had violated the ADA by making an employment decision about Tarud-Saieh based on discriminatory stereotypes from a customer regarding his disability, and that Tarud-Saieh could have performed the essential functions of his security job. The jury levied a $35,922 fine on FCSS, as well as an injunction prohibiting future discrimination, among other provisions.

Sherman said that although it can be tempting to keep the customer satisfied in order to keep their business, in this case the “bias of the customer” may have been valued above “what an assessment of the actual position is.”Instead of just firing Tarud-Saieh, the company should have engaged in an interactive process under the ADA, explained Adam Myron, an associate at Richman Greer.

“They would figure out what they need to do in order to help their employee perform their job functions,” Myron told CorpCounsel.com. If accommodations are reasonable and not outlandish or cost prohibitive, he added, then the employer should make adjustments to keep the employee, even with the disability. The interactive process, of course, should be well documented, as should the actual job description. “First and foremost is making sure you have an up-to date job description that reflects the true nature of the job,” Howard Wexler, an associate in the labor and employment group at Seyfarth Shaw’s New York office, told CorpCounsel.com. This, he said, will be exhibit one in a courtroom when trying to determine if an employee really is capable of carrying out job functions and whether enough was done to accommodate.

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Contributing Attorneys

Myron, Adam M. – Shareholder

Eighteen Attorneys from Richman Greer, P.A. Named 2013 Florida Super Lawyers

Miami and West Palm Beach, FL – July 2, 2013 – Law & Politics magazine, a consumer’s guide to the best attorneys, has released its annual Florida Super Lawyers’ edition recognizing the top five percent of attorneys in Florida. Richman Greer, P.A. West Palm Beach attorneys Gary S. Betensky, Michael J. Napoleone, Gerald F. Richman and Miami attorneys John M. Brumbaugh, Bruce A. Christensen, Manuel A. Garcia-Linares, Alan G. Greer, Charles H. Johnson and Mark A. Romance have been named among the best lawyers in Florida. West Palm Beach attorney Adam M. Myron and Miami attorneys Eric M. Sodhi, Joshua L. Spoont and Ethan Wall have been named Florida Rising Stars. Super Lawyers recognizes the top attorneys in 47 states.

 

Contributing Attorneys

Betensky, Gary S. – Shareholder

Brumbaugh, John M. – Shareholder

Garcia-Linares, Manuel A. – Managing Shareholder

Greer, Alan Graham – Shareholder

Johnson, Charles H. – Shareholder

Myron, Adam M. – Shareholder

Napoleone, Michael J. – Shareholder

Richman, Gerald F. – Shareholder

Romance, Mark A. – Shareholder

Fourth District Court of Appeal Clarifies Procedure for Corporate Depositions

Gerald F. Richman and Adam M. Myron co-authored an article regarding the Fourth District Court of Appeal’s recent clarification of the procedure for corporate representative depositions which was published in the Daily Business Review in their Litigation issue on May 22, 2013.

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Contributing Attorneys

Myron, Adam M. – Shareholder
Richman, Gerald F. – Shareholder

New Power of Attorney Rules Poised to go into Effect

Daily Business Review– Wednesday, Sept. 28, 2011

Board of Contributors- Out with the old, in with the uniform

New power of attorney rules poised to go into effect – Commentary by Adam M. Myron
Many of us have long used pow­ers of attorney for estate plan­ning, running businesses and making other important life decisions. On Saturday, chapter 709 of Florida Statutes – which contains several sig­nificant changes to Florida’s Power of Attorney Act — goes into effect, reflecting an effort on the part of the Legislature to bring Florida closer in line with the Uniform Power of Attorney Act. There are several changes that attorneys and their clients need to con­sider when drafting and executing pow­ers of attorney.
A power of attorney is a written doc­ument that grants authority to an agent to act on behalf of his or her principal. The agent does not have to be an ac­tual attorney; Florida law requires only that an agent be a natural person at least 18 years of age or a qualified fi­nancial institution with trust powers.
Likely due to the impracticability of invalidating every power of attorney created before Saturday, the new act provides that powers of attorney ex­ecuted before Saturday, are valid as long as they complied with Florida law at the time of execution. Therefore, if you executed a power of attorney prior to Saturday, you do not need to modify or replace it if your power of attorney complied with the prior version of the act at the time it was executed.
This “grandfathering in” of validly executed powers of at­torney is particularly important because the new act appears to largely eliminate so-called “springing” pow­ers of attorney, which only become effective on a future date or upon the occurrence of a future contingency or event such as the incapacity of a principal. After Saturday, a springing power of attor­ney will be ineffective unless it is either a deployment-contingent power of at­torney for a member of the military or a power of attorney executed before Saturday that is conditioned upon the incapacity of the principal but which has not become exercisable because the principal has not yet become in­capacitated. Regarding the latter, the new act provides that such powers of attorney will be exercisable upon the delivery of an affidavit that conforms to certain statutory requirements.

Both the old and new versions of the act allow a principal to appoint co-agents to act on his or her behalf. But, whereas the default rule under the old act required agreement among a ma­jority of co-agents in order to act on a principal’s behalf, the new act provides that each co-agent may act indepen­dently of any other co-agent unless the power of attorney specifically provides otherwise. As a result, if the power of attorney is silent as to the question of how co-agents must act on a princi­pal’s behalf, one co-agent may take action within the scope of his or her fiduciary duties even though a major­ity of other co-agents would not have done so. Given this change in the law, it would seem more important than ever to choose co-agents who are trustwor­thy enough to be given such immense and immediate power to act on behalf of their principal.

Another significant change in the new act is the requirement that with regard to certain enumerated powers a principal must either sign or initial next to the specific provisions in the power of attorney granting them; oth­erwise, the grant of authority will be ineffective. Examples of such powers that require a principal’s “extra” execu­tion are the powers to create an inter vivos trust, make certain gifts, change rights of survivorship and disclaim property. Considering that powers of attorney are often incorporated into other documents such as operating agreements, shareholder agreements, employment agreements and trusts, due consideration should be given to whether a principal needs to execute such documents in several places throughout.

In sum, a power of attorney vests enormous authority in a chosen fidu­ciary whose choices can greatly impact one’s business, property rights and personal life. Attorneys and their cli­ents need to fully understand the scope of the changes in the new act and how a power of attorney can benefit busi­ness and personal needs.

Contributing Attorneys

Myron, Adam M. – Shareholder