How does a paid endorser avoid conflicts of interest? Suppose you are a blogger and you write about the products and services of Company X. You are being paid by Company X to do this. How do you avoid conflicts of interest in the process? I would imagine that the first step is to disclose the relationship so that people can judge the validity of your advice. Perhaps one might refrain from "advocacy," and just describe, rather than tout Company X's products? Or might one limit one's sales pitch to "sophisticated" buyers such as corporations, to avoid charges of misleading individual investors? Which of these methods, or others, make things acceptable in a potential conflict of interest situation?
The U.S. FTC gave extensive guidance on this subject in March 2013. (You may have noticed shortly thereafter that conspicuous disclosures of free samples and compensation started popping up in reviews and posts around the web.) The FTC's FAQ covers this question in such detail I would just encourage people to visit it directly. However, as is the custom on Stack Exchange, I will reproduce the most salient content here: If an endorser is acting on behalf of an advertiser, what she or he is saying is usually going to be commercial speech – and commercial speech violates the FTC Act if it’s deceptive. The FTC (ironically?) refers to 16 CFR §255 as "the Guides." The Guides, at their core, reflect the basic truth-in-advertising principle that endorsements must be honest and not misleading. An endorsement must reflect the honest opinion of the endorser and can’t be used to make a claim that the product’s marketer couldn’t legally make. In addition, the Guides say if there’s a connection between an endorser and the marketer that consumers would not expect and it would affect how consumers evaluate the endorsement, that connection should be disclosed. For example, if an ad features an endorser who’s a relative or employee of the marketer, the ad is misleading unless the connection is made clear. The same is usually true if the endorser has been paid or given something of value to tout the product. The reason is obvious: Knowing about the connection is important information for anyone evaluating the endorsement.
There are basically two kinds of conduct that you identify. One is backing away from what you believe were oral promises made by the employer and lawyer regarding payment. Whatever the status of the promises made by the employer, the oral statements made by the lawyer would probably be viewed by a court or ethics board as settlement offers or proposals rather than actual binding agreements, and this is unlikely to be considered an ethical lapse. For purposes of ethics questions and fraud lawsuits, lies about what kind of deal you are willing to make with an adversary don't count as lies. This isn't a terribly logical rule, but is is a well established one. Given that: I was told (by employer), verbally and in text/email messages that I "would be paid when the deals closed." It is going to be very hard for the employer to take back those written statements and text and email messages are usually given the effect of signed writings in a court of law. This is going to be taken as a confession of the employer regarding the probably unwritten agreement of the parties regarding your right to be paid on these deals, so you would be well advised to stick to your guns on this issue. The percentages will be another point that is hard for the employer to fight if there is a course of dealings between the parties in which you receive a consistent percentage or there was a written agreement concerning your commission percentage. Also, even if the lawyer did make a promise and breached it, this would still only be a breach by the employer of a contract made on the employer's behalf by his lawyer. It is not an ethical lapse to breach a contract about future conduct, and a lawyer is not personally responsible for contracts he makes as a disclosed agent of your former employer. The second is making a false statement of fact about whom the lawyer has discussed the matter with. Lawyers do have an ethical duty to be truthful and failing to do so is an ethical lapse. But, this duty is generally interpreted to apply only to statements of fact which are material. If a lawyer lies to you about how old he is, or whether he's ever had an affair, in the context of a pre-litigation negotiation like this one, the ethical officials won't care. If a lawyer lies to you about something material to the transaction (e.g. claiming that the employer has money in the bank to pay a settlement when in fact it is overdrawn on all of its accounts and has no money coming in and the lawyer knows those facts), this is a serious ethical breach. It is hard to see how this information would be material, even though it casts doubt on his credibility. Ethically, he owes any duty of confidentiality to his client and not to you, so it isn't your complaint to make from a confidentiality point of view. Also, unless he discusses confidential advice that he provided to his client when no one else was present to you, he has not waived the attorney-client privilege, contrary to the answer by @IñakiViggers on that issue. Of course, proving that the lawyer said anything in an oral conversation at which no one else was present comes down to a credibility fight between your sworn statement and his if the lawyer testifies inaccurately about the discussion. A sworn statement from you is proof and would meet the "burden of production" to provide proof in support of your case at a trial, but wouldn't necessarily prevail easily at trial since the judge might not be convinced regarding who is accurate in their account of the discussion (I have avoided the word "lying" because there are a variety of reasons that people inaccurately recall discussions). What would be the sensible way to use this information to my advantage while trying to resolve these matters with having to bring suit and go to court? Is there anything that this lawyer should fear, if his unethical behavior was brought to light, either in court or to a bar association? The conduct you describe on the part of the lawyer will provide you with little or no leverage in your negotiations and is likely to not even be considered admissible evidence in court since it may be considered a form of settlement negotiations. Your strongest leverage will be the written statements from the employer. But, depending upon the amount in dispute, it may still make sense to compromise given the time and expense and uncertainty of going to court. Even in the clearest case, you probably only have a 90% chance of winning a contested case, and you wouldn't cross the street if you knew you had a 10% chance of being hit by a car as you crossed, even if you knew that the collision wouldn't be fatal. Unless your state has a wage claims act that covers you, you may have little or not prospect of an attorneys' fee award if you prevail, and representing yourself when the employer has a lawyer will always put you at a disadvantage in a court setting. If the amount in dispute is great (e.g. $50,000+), hiring a lawyer is probably worth it. If the amount in dispute is small (e.g. $5,000) you may want to file a suit in small claims court and only hire a lawyer for a couple hours of pre-hearing coaching.
After a buyout, can a company legally continue to use old testimonials? Yes. What you describe would not suffice for a finding of false and misleading practices. For purposes of pricing the acquisition, it is most likely that company's A prestige was factored in. After all, as Kaspersky Lab, Inc. v. US Dept. of Homeland Sec., 909 F.3d 446, 461 (2018) points out, &quot;reputation is an asset that companies cultivate, manage, and monetize&quot;. As company A has --or could have-- monetized its reputation via the acquisition price, it would be inconsistent to preclude company B from using an asset for which it paid.
The question is always, would a reasonable customer be confused into thinking that the two are the same, or that there is some relation or sponsorship or attribute to one product or firm the rightful reputation of another. That is always dependent on the specific facts and the specific market involved. So-called &quot;famous&quot; marks get extra protection. The exact markets involved will matter. Any stylizations such as colors and typefaces may matter. Logos may matter. I can't say if one of those specific names would be found to infringe on the other.
Depends on the specific terms in the NDA, but the short answer is that the News Services didn't sign the NDA, and have no contractual obligation to keep mum. Most NDA's I've signed or had others sign are very clear about the personal liability, and the conditions under which the proprietary intellectual property can be discussed. In the case of leaks, the injured party would have to identify the leaker, and that person would be liable. (Still a difficult proposition b/c most reporters won't give up sources unless you drag them in front of a Grand Jury, and often not even then.)
This is from a Canadian point of view, but the rules regarding how corporations run is generally pretty standard. I took a few classes in corporate governance, but I'm working mostly from memory, so hopefully most of the information is accurate! A corporation is its own entity, separate from any shareholders, and it can make whatever policies it wants. Unless you are an officer or on the board of directors, your participation in the company usually will be limited to voting in shareholders' meetings and receiving dividends. Refusal of service is a policy matter, so the fact that you are a shareholder (or anyone else, for that matter!) should be irrelevant. In fact, you might be denied service because you're an officer due to conflicts of interest. If the company was unincorporated, you may have more rights, but you'd probably be subject to some sort of agreement.
The inventor or would-be developer can require potential investors to sign a non-disclosure agreement (NDA) before revealing the details of the idea. In an initial letter a statement such as &quot;This idea is being disclosed in confidence to enable4 you to consider if you wish to invest in the project.&quot; That would put the investor on notice, and if the investor discloses it to another or makes use of the idea in a competitive project, there may be grounds for a suit for breach of confidence. If reasonable precautions are taken to disclose the information only to those under a duty of confidence, and to protected it from unauthorized disclosure, it may be protected as a trade secret, and any evasion of those precautions or breach of confidence may give grounds for a lawsuit. In the US the Uniform Trade Secret Act has been adopted by almost every state. In other jurisdictions there are other similar laws. As stated in the Wikipedia article A trade secret is information that is not generally known to the public; confers economic benefit on its holder because the information is not publicly known; and where the holder makes reasonable efforts to maintain its secrecy.
Prove my work is not a trade secret violation Please don't. It's not your job to prove your innocence. The burden is on them to be specific, explain fully, and prove specific claims about your actions. In other words, don't justify, don't explain, and don't defend yourself to them. It's actually best you do not say anything to them, and just forward the letter to your legal counsel (Since you're selling software to be used in the medical field, I assume you already have some kind of legal counsel). For instance, even saying something as innocuous as "Managing patients, Exams, Bills etc are all public knowledge." could be used against you. Because it establishes the fact that you've been working on those features with them and that you've been working on those features with your new company (which doesn't necessarily follow, for all they know, you could have purchased a library module from someone else with those exact features). In other words, even if you were to reply with such an innocuous-sounding statement, you could be saving them months of cross-border discovery and litigation about some of their claims (even if you believed you were being entirely reasonable by defending yourself). But at the same time, don't take what I'm saying to mean that you should lie to them about which features you recently worked on. When I say that you shouldn't be talking to them. I mean that you should not be talking to them. You shouldn't be engaging with them and you shouldn't be giving them any shred of information whatsoever (implied or otherwise). It's not your job to make their job any easier. Do not reply to them. Don't even acknowledge the receipt of the letter (unless you already did by signing for it, which can't be helped). Use a legal intermediary. Give the letter to your own legal counsel (whether you signed for the letter, or not) and leave any reply to him or her (assuming he/she thinks this warning letter even warrants a response). And if this former employer gives you a phone call, kindly refer them to your legal counsel without saying another word.