Welcome to our web-site.
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We have twenty five years of experience handling the most complex people and difficult business situations. |
We are committed to our clients and dedicated to practicing the whole law. Our legal work is illuminated by the whole body of law that pertains to an issue, as well as the practical and business considerations which drive good decision making. In other words, our legal advice is complete, including all legal considerations relevant to a situation.
Moreover, we are highly skilled in Business Concept Innovation and in overcoming the legal hurdles and obstacles to Business Concept Innovation. For example, we counsel franchisers on how to finance and implement new Business Concepts or Models, in the face of franchise agreements that others might conclude restricts such pro-competitive behavior.
We limit our practice to:
Serious Business Disputes, especially involving the federal government.
These matters can include allegations or charges of fraud or deceit; business torts, such as trade libel, palming off, or unfair competition; interference with contract or interference with prospective advantage; unfair trade practices or violations of the antitrust laws; RICO claims; breach of contract; breach of warranty; breach of fiduciary duties; breach of duty by a shareholder, officer, director, or agent or partner; employment law, harassment and wrongful discharge; trade secrets; and, covenants not to compete and agreements not to compete.
Simply put, we defend white collar crime because it is a charge too often reflecting more economic class jealously or attempts to achieve some social goal.
Dilution of the traditional requirement of a criminal state of mind, and application of the criminal law to innocent conduct, reduces the moral authority of our system of criminal law. If we use prison to achieve social goals regardless of the moral innocence of those we incarcerate, then imprisonment loses its moral opprobrium and our criminal law becomes morally arbitrary. Kleinfeld, C. J. (dissenting in United States v. Weitzenhoff (9th Cir. 1993)
There is something very unhealthy with a criminal justice system is controlled by prosecutors who are literally accountable to no one and who do things like giving staff members watches with the name of an innocent target of an investigation engraved on the reverse. As one member of Congress said:
"you have. . . [prosecutors] . . . who push the button a little too far, like giving staff members watches engraved in the name of the person you are investigating, it is clear that the counsel has too much authority to ruin the lives of his or her subjects
REAUTHORIZATION OF THE INDEPENDENT COUNSEL STATUTE, PART I HEARINGS BEFORE THE SUBCOMMITTEE ON COMMERCIAL AND ADMINISTRATIVE LAW OF THE COMMITTEE ON THE JUDICIARY HOUSE OF REPRESENTATIVES ONE HUNDRED SIXTH CONGRESS FIRST SESSION
MARCH 2 AND 10, 1999
The landmark study in this field was published by Edwin H. Sutherland in 1949 and entitled White-Collar Crime. Attempting a definition of the converse of “street” crime, Sutherland wrote
“... white-collar crime may be defined approximately as a crime committed by a person of respectability and high social status in the course of his occupation.” Sutherland introduced this definition with comments that these white-collar crimes are violations of law by persons in the “upper socio-economic class.” It is self evident that crime defined as "class based" means the potential for investigations and prosecutions for the worst of reasons.
Our experience is that the worst of reasons is that small closely held businesses are the mostly likely target of federal criminal prosecutions. Pilchen, Small Fry: Likely Targets of White-Collar Investigations, Texas Trial Lawyer (May 20, 1996)
Further, Prosecutors, especially federal prosecutors are concerned mostly about their careers and look upon white collar criminal investigations to be both fun and "the most successful" part of their careers. Loucks and Winkler, Why Criminal Folks Should Love to Work With Civil Folks (and Vice Versa), United States Attorneys' Bulletin Vol. 45 No. 01, at page 34.
In the civil context, the courts are coming to realize that fraud just doesn't often happen. Home Valu, Inc. v. Pep Boys Manny, Moe and Jack of Delaware Inc., No. 99-1168 (7th Cir. 05/24/2000). Greed and indifference by "victims" doesn't, in our view, make out a fraud.
White Collar Crime: Recent Developments, Links, and Resources
You may have heard it said that "Truth, like art, is in the eye of the beholder." Perhaps no where is this more true in the law than in the area of securities.
My family has been in the banking business for 120 years, so I long ago learned that there is no rule of economics that makes the amount of money available to be invested equal to the number of good investment opportunities.
My first counsel to any client with a securities law question is to read Warren Buffett's Owner's Manual and Berkshire Hathaway Shareholder Letters with great care.
Second, see the movie Glengarry Glen Ross. This film should be seen by everyone involved in buying or selling securities because it is the fastest way to appreciate the demands and pressures of professional sales. The film focuses on a group of commissioned real estate salesmen. An executive motivator (Alec Baldwin) conducts a sales contest among the agents and the stakes are high: any agent who fails to meet his quota will lose his job, just like in real life. Naturally there is an office superstar (Pacino),and a once-successful salesman (Lemmon) who now finds himself clinging nervously to his job. Political and personal rivalries erupt under pressure when they and the other agents (Alan Arkin, Ed Harris) suspect the office manager (Kevin Spacey) of not treating them fairly. Director James Foley shapes Mamet's play into a stylish, intensely focused film that will stand for decades as a testament to its brilliant writer and cast.
Potential investors should take to heart these words in a very recent Seventh Circuit opinion:
Cora Buckowich raised money using the lure of spectacular profits. She promised that an investment of $500,000 placed in overseas "bank note trading programs" would grow to $93 million within three months. The offer was ludicrous; a promise of extravagant returns is a signal of fraud (and it also should have posed the question why, if Buckowich had such amazing opportunities, she would allow the profits to go to strangers rather than reaping them herself). Yet Gordon Ralph was taken in; and the oddity that a well-to-do person would be such a sucker was compounded by the fact that Ralph had his lawyer William Wylie represent him in the transaction. How any competent attorney could have failed to protect his client from this scam is a mystery, but Wylie and his partner Grant Markuson seem to have been more naive than Ralph. At least Ralph knew that he needed professional assistance. Wylie and Markuson not only failed to steer Ralph away from the fraud but also did not keep tabs on the money. Buckowich used a series of bank transfers to spirit the funds from Markuson's lax supervision during a trip to London for the supposed closing. By the time prosecutors caught up with her, Buckowich had spent the proceeds and could not make restitution.
Anyone under a duty of disclosure should ask themselves, is my "guideline to tell you the business facts that we would want to know if our positions were reversed?"
Warren Buffett, Rule 12
We represent contractors and builders, subcontractors, suppliers, and owners in all types of commercial and residential construction disputes. In addition to having represented Missouri's largest home builder we have handled major construction disputes on St. Louis landmarks such as Union Station and the Admiral. Our experience with federal law and public bidding adds understanding and perspective to our construction law practice.
In our construction practice we have represented owners, home owners; general contractors and subcontractors in the following areas:
- contract document drafting;
- formation of joint ventures;
- minority business enterprise issues;
- contract negotiation;
- assistance during project with contract compliance and scope of work issues;
- assistance in determining construction claims and disputes;
- litigation of construction disputes in court;
- assistance with competitive bidding disputes;
- bid protests;
- Environmental Compliance;
- performance bond claims;
- payment bond claims;
- liabilities of owners, officers, and guarantors of bonds;
- prevailing wage issues;
- warranty claims;
- delay claims;
- acceleration claims;
- quantum meruit claims;
- terminations;
- ERISA litigation;
- union jurisdictional disputes;
- AIA documents;
- Miller Act; and
- mechanics liens.
Construction Law Resources and Links
Innovation Law: Entrepreneurs, Investments, and Venture Capital
In the last two years we have added Innovation Law as a client service, reflecting the shift to the New Economy. The economic rules that drive competition in a Knowledge or Information based economy are very different from the economic rules of our old economy and which have been the foundation of business law. Innovation law concentrates on growing new businesses in high technology products (such as bioengineered pharmaceuticals and computer programs) and cultural goods (such as movies and television shows), which contribute ever more significantly to the US economy.
We started advising clients on distance education issues in 1998, because we recognized that the Internet would change the nature, direction and force of competition in higher education by several magnitudes. Our thesis is that education is a newly de facto deregulated industry. Indeed higher education is a regulated industry, depending far more on a government sanctioned monopoly, created by accreditation, than is understood or appreciated by most in the field.
Our legal counsel has as its foundation a thorough understanding of university norms, based on our experiences in teaching in a state university law school, and the economic principles applicable to disruptive technologies and the sale of information.
Business Concept Innovation for Higher Education:
The eLearning Action Plan: Designing tomorrow’s education
A $13.3-billion "eLearning Action Plan" adopted last month by the European Commission is expected to promote the development of online education by European universities.
The three-year plan aims at broadening digital literacy in Europe and at reducing the continent's shortage of trained information-technology workers. The governments of individual European nations are expected to cooperate. eLearning initiative of the European Commission
Recent Cases
Potentially Impacting The Use of Teaching Materials In Internet Delivered Courses:
GREENBERG v. NATIONAL GEOGRAPHIC SOCIETY
The 11th U.S. Circuit Court of Appeals in Atlanta has issued a ruling that, if left to stand, redefines copyright law to apply in this new era of technology and will impede efforts to assemble materials for distance education courses.
A three-judge panel ruled on March 22, 2001 that National Geographic violated the law when it reproduced on a CD-ROM magazines that contained Miami photographer Jerry Greenberg's work without getting his permission.
Greenberg had been selling his photos to National Geographic for nearly 40 years. His lawyer, Norman Davis of Steel Hector & Davis in Miami, had argued that his client's contract included a copyright clause that stated that after publication, all rights to his photos reverted to him.
But in 1997, the National Geographic Society began selling a set of 30 CD-ROM disks containing 108 years of its magazine, which included four of Greenberg's photos.
In 1997, Greenberg filed suit in U.S. District Court in Miami against the National Geographic Society and MindScape Inc., the company responsible for producing the CD-ROM. He argued copyright infringement. Davis claimed that because National Geographic had created a new anthology of work, it wasn't simply a reprint of existing work.
Attorneys for National Geographic argued that the reproduction was no different from bound volumes of the National Geographic or copies on microfilm and microfiche.
U.S. District Judge Joan Lenard in Miami granted summary judgment in favor of National Geographic. The case was appealed to the 11th U.S. Circuit with amicus briefs filed on behalf of several publishing giants, including Gannett Co., The New York Times Co., the Magazine Publishers of America, and the Newspaper Association of America.
On Thursday, the 11th Circuit, in a strongly worded 20-page ruling, found that the CD-ROM was not "merely a revision of the prior collective work, but instead constitutes a new collective work."
"What this says is that publishers will have to be careful about how they reuse materials from earlier publications when they don't own the copyrights," said Davis.
The appellate court remanded the case to Judge Lenard and ordered that she determine attorneys' fees and damages as well as whatever injunctive relief she deems appropriate.
The appellate court, however, was quick to mention that when considering injunctive relief, the lower court should consider alternatives such as license fees, "in lieu of foreclosing the public's computer-aided access to this educational and entertaining work."
NEW YORK TIMES CO., INC., ET AL. V. TASINI, ET AL
When freelance writer Jonathan Tasini agreed to give The New York Times one-time, print publication rights, he was duly paid for his article to appear in print. But when he saw his article reappear on Lexis-Nexis and elsewhere on the Web without his permission or any additional compensation, Tasini, with a group of other freelance writers, decided to take his case to court. Tens of thousands of freelance writers, photographers and illustrators eagerly await the outcome of Tasini et al vs. The New York Times et al, which, after seven years in lower courts, will finally be argued before the Supreme Court
http://www.wired.com/news/politics/0,1283,42538,00.html
Read the docket:
http://supreme.lp.findlaw.com/supreme_court/docket/2000/mardocket.html#00-201
The Internet, Internet Law and the law of Cyberspace
Going forward the Internet is only going to be about content and the critical legal issue is going, always, who owns and controls the content.
New York Times Co., Inc., et al. v. Tasini, et al, supra
Benchmark Your Thinking: Event Proceedings-Measuring the Future Conference (select Measuring the Future, select Event Proceedings, select expand all)
Contact Information
Call us for an appointment. Do not fax or e-mail us with confidential information.
- Telephone
- 314-725-2898
- FAX
- 314-725-3275
- Postal address
- 8015 Forsyth Avenue, Saint Louis (Clayton), Missouri 63105
- Electronic mail
- General Information: jldavidson@worldnet.att.net