Authored Articles

If a company suspects that an online seller is engaged in the unauthorized re-selling of its products online, it is up to that company to take action and attempt to enforce its policies and procedures — to the extent that it has any.

Employers are vulnerable to being the targets of negative online and social media postings, and sometimes these statements can give rise to defamation claims. However, an employer considering suing a current or former employee for internet defamation must be careful if the (ex-)employee recently engaged in protected activity.

It is important to regularly review asset titling and ensure such titling is consistent with one’s estate plan.

Mr. Smith, a widower, died survived by his three children. At the time of his death, Mr. Smith had the following assets: Residence (valued at $250,000), Checking/Savings Accounts (valued at $50,000) and Investment Account (valued at $600,000).

Unauthorized online sales have become very problematic for many businesses, including those offering high-end luxury products, companies selling beauty and skin care products and also multi-level marketing (or MLM) companies.

Companies from many industries have long been contracting with distributors to sell products on an exclusive basis. As technology has evolved, however, it has become easier for anyone to sell products on the internet, and the diversion of products to unauthorized online sellers poses a serious threat to companies.

Vorys Partners Pete Lusenhop and John Keller authored an article titled “Deduction of Post-Production Costs – An Analysis of Royalty Calculation Issues Across the Appalachian Basin” for the for the 36th Annual Energy & Mineral Law Institute Publication.

Monica Oathout, a partner in the Vorys Houston office and a member of the labor and employment group, authored an article for Texas Lawyer titled “Open Carry Law Presents Unsightly Small Business Problems.”

In recent years, there has been backlash against non-disparagement clauses pertaining to online reviews, specifically those attempting to restrict honest—albeit negative—feedback about companies. In fact, California passed a law in August 2014 prohibiting anti-negative review policies, while the Federal Trade Commission filed its first ever lawsuit over similar non-disparagement clauses last September.

Aaron Williams, an attorney in the Vorys Cleveland office and member of the litigation group, authored an article titled “Oil and Gas Drilling and Operations in Ohio: The Evolution of the State’s Sole and Exclusive Regulatory Authority” for LexisNexis/Matthew Bender’s Proceedings of the Institute on Oil and Gas Law.

Grey market goods generally refer to items manufactured in one country and imported into another (e.g. products created abroad that are imported into the United States) without consent from the trademark owners.

Allegations of “greenwashing”—generally defined as “the practice of making an unsubstantiated or misleading claim about the environmental benefits of a product, service, technology or company practice”—are on the rise.

Jolie Havens, the chair of the firm’s health care group, and Stephanie Angeloni, an associate in the health care group, co-authored an article for Crain’s Cleveland Business titled “Legislative Action Impacting Medicare Provider-Based Payment Means Big Change for Hospitals.”

When it comes to handling internet defamation issues and other online reputation attacks—specifically in terms of removing the content from the internet— the solutions are, in one word: fact-dependent. There is no other way to describe it; there is no perfect solution that can be applied to every instance of online defamation.

Ordinary consumers are often unable to distinguish counterfeit products from legitimate products. In fact, according to a recent study, nearly one in four consumers has unknowingly purchased a counterfeit product on the internet.

During 2015, the number of appeals to the Ohio Supreme Court from decisions of the Ohio Board of Tax Appeals (BTA) declined from historical highs in 2014, but are still significantly above appeals from prior years.

The court reversed a Board of Tax Appeals (BTA) decision that denied a property tax exemption to a board of education that leased a 34-acre parcel of property to a farmer. The local board of education (BOE) acquired 154 acres to build a new high school.

The State of Ohio requires counties to reappraise properties for tax purposes every six years and update those values in the middle of that cycle. This cycle is not evenly distributed between Ohio’s 88 counties.

There are several ways in which a disgruntled beneficiary or disinherited heir can challenge a last will and testament or a trust.

With an industry-wide focus on enterprise risk management, and with the particular vulnerability of banks to the adverse impact of “reputation risk,” it is important that banks understand and take appropriate steps to mitigate risks associated with internet defamation. Online reputation attacks, including internet defamation, are affecting all industries and professionals. Banks, –including community banks,– are not immune from being attacked and disparaged online.

Bank and thrift shareholders are “different.” Direct or indirect ownership or control of large blocks of stock in a bank or a thrift institution brings with it the need to be cognizant of complex state and federal laws and regulations that may well trigger applications with state and federal regulators to approve the ownership, and/or a proposed transfer of ownership, in advance.

Rodney Holaday, a partner in the Vorys Columbus office, and Paige Kohn, an associate in the Columbus office, co-authored an article for the Winter 2016 edition of the Columbus Bar Association’s Lawyers Quarterly. The article was titled “The Duty of Competence and Trends in E-Discovery.”

It’s all over the news and it’s top of mind with bank regulators: “Cybersecurity.” What happened with Target, Home Depot and Wyndham hasn’t helped. The last several years have been fraught with news story after news story about those crafty hackers who find vulnerabilities in a company’s system and steal private information or even redirect funds. And despite all of our technological advancements, the escalation in successful hacking attempts has no end in sight. Call them hackers, fraudsters or good old-fashioned crooks, from computer-savvy teenagers to state-sponsored groups, they are not going away. And, unfortunately, they seem at times to be two steps ahead of the latest security software and security vendors that are offering you and your financial institution protection.

Jessica Knopp Cunning, an associate in the Vorys Akron office and a member of the litigation group, authored an article for The Whisper, DRI's Young Lawyers Committee Newsletter titled "A 'Drone’s Eye' View of State Laws Governing Drone Use.”

Jackie Ford, a partner in the Vorys Houston office and a member of the labor and employment group, authored an article for Texas Lawyer titled “Houston HERO Defeat Doesn't Mean End of Discrimination Protections for LGBT.”

Tom Fusonie, a partner in the Vorys Columbus office and a member of the litigation group, authored an article for Ohio Farmer on the government’s use of eminent domain.

Recently five federal agencies, The Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Farm Credit Administration and the Federal Housing Finance Agency (collectively, the Agencies), issued much-anticipated joint final rules (the Final Rules) that establish minimum margin and capital requirements for registered swap dealers, major swap participants, security-based swap dealers and major security-based swap participants (Swap Entities) for which one of the Agencies is the prudential regulator (Swap Entities regulated by one or more of the Agencies are referred to as Covered Swap Entities).

Heather Kabele, a partner in the Vorys Houston office and a member of the litigation group, authored an article for International Law360 titled “FinCEN Expands Data Collection Geography Beyond Banking.”

California has taken the lead in enacting new comprehensive “green chemistry” laws aimed at reducing toxic chemicals found in everyday consumer products.

Minutes, if not seconds, is all it takes for someone to cause harm to another person on the internet. Whether a single posting on social media or another online forum, or a full-fledged harassment campaign consisting of numerous postings on various platforms, it is extremely easy today to cause damage to another’s reputation online.

There are three federal wealth transfer taxes: (1) the estate tax; (2) the gift tax; and (3) the generation-skipping transfer (GST) tax.

Under what is known as the First Sale Doctrine, one who buys a trademarked good may ordinarily resell that product without infringing the trademark owner’s mark.

Executives from top businesses around the world have weighed in, and they have indicated that the top risk for their respective companies is their reputation.

Lisa Babish Forbes and Aaron Williams, attorneys in the Vorys Cleveland office, co-authored “Can Localities Use Ballot Power To Ban Oil And Gas Drilling?” for Appellate Law360.

Whitney Gibson and Jordan Cohen co-authored an article for the Bloomberg/BNA Electronic Commerce & Law Report titled “Favorable Ruling for Critics of Section 230 of the CDA in Washington Case.”

Last month, the Federal Trade Commission (FTC) filed suit in the Middle District of Florida against two companies and their principals over a “gag” clause aimed at preventing negative reviews.

The Delaware Court of Chancery is considering an argument that a hyperlink to an allegedly defamatory article, for purposes of overcoming a statute of limitations defense, constitutes republication.

Ray Pinkham, an associate in the Vorys Washington, D.C. office and member of the litigation group, authored an article for the ABA/BNA Lawyers’ Manual on Professional Conduct titled “Embrace Inevitable Change in Legal Services Profession, Conference Speakers Say.”

Jessica Knopp Cunning, an associate in the Vorys Akron office and a member of the litigation group, authored an article for Crain’s Cleveland Business titled “The Future of Drones is Now, Even if the Law is a Bit in Limbo.”

Dave Froling and John Petzinger, attorneys in the Vorys Columbus office and members of the tax group, co-authored an article titled “Ohio Supreme Court Decision on Bright-Line Domicile Creates Uncertainty Going Forward – Ohio’s Bright-Line Test Is Not So Bright” for the Fall 2015 edition of the Journal of State Taxation.

Julie Brown, Vorys’ litigation technology executive manager, authored an article for Corporate Counsel titled “How to Decide Who Handles Your E-Discovery.”

Many businesses today are finding their products being sold online without their permission, often on third-party websites. While the First Sale Doctrine generally permits buyers to resell others’ trademarked goods without incurring any liability, it does not apply when a reseller sells goods that are materially different from the genuine goods sold by a trademark owner.

There are three federal wealth transfer taxes: (1) the estate tax; (2) the gift tax; and (3) the generation-skipping transfer (GST) tax.

Steven Becker, a partner in the Vorys Washington, D.C. office, authored a column titled “Your Insurance May Not Cover Website Disability Claims” for the September 14, 2015 edition of Retail Law360.

Nelson Cary, a partner in the Vorys Columbus office, and George Stevens, an associate in the Columbus office, co-authored an article for Employment Law360 titled “When Calling The Police Is Permissible Under Labor Law.”

Last week, the Washington Supreme Court handed down a favorable ruling in a case turning on the application of the federal Communications Decency Act of 1996 (CDA) – favorable, that is, for those seeking to hold websites accountable for certain harm arising out of content published on their sites.

Mark E. Vannatta, a partner in the Vorys Columbus office, authored an article entitled "The Ohio Bright Line Residency Test: It Is Not So Luminous Anymore" for the Sep/Oct 2015 edition of the Probate Law Journal of Ohio.

Mike Griffaton, of counsel in the Vorys Columbus office and a member of the labor and employment group, authored an article for Recruiting Trends Bulletin titled “Screening Candidates Through Social Media.”

Nelson Cary, a partner in the Vorys Columbus office, and George Stevens, an associate in the Vorys Columbus office, co-authored an article for TLNT.com titled “Why the NLRB Ruled That College Football Players Can’t Unionize.”

Rob Phillips, the firm’s senior manager of strategic communications, recently authored an article for PR Daily titled “Why you should talk to your employees first in a crisis.” The article focused on the importance of including internal communication in your response to crises.

Vorys attorneys Daniel Buckley, Lisa Babish Forbes and Elizabeth Weinewuth authored an article for the Probate Law Journal of Ohio titled “Newcomer V. National City Bank Appeal Concludes, Affirms Important Guidance for Ohio Trustees.”

In mid-2000, the SEC adopted Regulation FD to protect investors by creating a level playing field for all investors for access to material, nonpublic information. The SEC’s primary concern was that selective disclosure, and the perception of selective disclosure to analysts and institutional investors, of material, nonpublic information, leads to a loss of investor confidence in the integrity and fairness of the securities markets.

On June 9, 2015, the Federal Reserve, OCC and FDIC (as well as the SEC, CFPB and NCUA) issued a final interagency joint policy statement (JPS) establishing standards for assessing the diversity policies and practices of the entities they regulate.

Imagine the following scenario: your bank has just announced an agreement to be acquired by a larger institution that is entering your market for the first time. Two months into the process your CEO, CFO and chief lender tell the board that they have decided to accept offers from local competitors because (a) they will make more money, (b) they have a built-in customer following and (c) despite good relations with the buyer they are uncertain as to their future and have families to consider.

As the M&A environment heats up and industry chatter increases, banks and their boards need to be prepared to take advantage of strategic opportunities. Boards should have an M&A strategy in place and this preparation needs to take place before the situation arises.

Natalia Steele co-authored a column titled “Technological Advancements Have Led to More Traces of Infectious Disease—Now How to Assign Blame When They Cause Harm?” for Texas Lawyer.

In May 2014, the Court of Justice of the European Union ruled that individuals have the right to ask Google to remove certain search results about them. This “Right to Be Forgotten,” as it is popularly known, has led to nearly 290,000 removal requests and counting, with Google having evaluated well over a million URLs to date.

A Washington appellate court offered defamation plaintiffs a friendly reminder last week: if you want to unmask the identity of an unknown internet poster, you better present evidence to back up your defamation claims.

Jackie Ford, a partner in the Vorys Houston office and a member of the labor and employment group, authored an article titled “Same-Sex Marriage Decision a Win for Employers?” for Texas Lawyer.

Jackie Ford and Elizabeth T. Smith, attorneys in the Vorys Columbus and Houston offices and members of the litigation and labor and employment groups, co-authored an article titled “Crisis Management Takes a Team.” It was featured in the June 2015 edition of the AICUO Affiliate Member Newsletter.

Greg Russell, Pete Lusenhop and Steven Chang, attorneys in the Vorys Columbus office, co-authored an article for the June 2015 edition of the Oil and Gas Journal titled “Ohio Weighs Post-Production Costs, Royalty Calculations.”

Heather Kabele, a partner in the Vorys Houston office and a member of the litigation group, authored an article for the Journal of Commerce titled “Treasury Targets Electronics Exporters, Carriers in Miami.”

Tom Crookes, a partner in the Vorys Akron office and a member of the labor and employment group, authored an article for Crain’s Cleveland Business titled “Prep For, But Don't Ban Politics Talk.”

Nelson Cary, a partner in the Columbus office, and Ashley Manfull, a senior attorney in the Akron office, co-authored an article for Crain’s Cleveland Business titled “Policies on Employee Appearance and Social Media Use Declared Unlawful.”

Blending of families and the handling of the financial assets brought into a new marriage require estate planning solutions specially tailored to meet the unique circumstances inherent in such situations.

Jackie Ford, partner in the Vorys Houston and Columbus offices, authored an article for Law360 on whether traditional definitions of property and ownership include social media accounts.

Eve Stratton, of counsel in the Vorys Columbus office who prior to joining Vorys served as justice on the Supreme Court of Ohio for 16 years, authored an article for the Daily Reporter titled “Shuttering of Mental Hospitals Led to Flood of Mentally Ill into the Legal System.”

Vic Ferguson and Rich Seils, attorneys in the Columbus office and members of the trusts, estates and wealth transfer group, co-authored an article titled “Keeping the (Potential) Disgruntled Beneficiary at Bay – the Current Effectiveness of “No Contest” Clauses in Ohio.”

Nelson Cary, a partner in the Columbus office and a member of the labor and employment group, and George Stevens, an associate in the Columbus office and a member of the labor and employment group, co-authored an article for TLNT.com titled “Court Won’t Give Legal Relief From NLRB’s ‘Quickie’ Election Rule.”

Monica Oathout, a partner in the Vorys Houston office and a member of the labor and employment group, and Jim Barnish, an associate in the Houston office and a member of the litigation group, co-authored an article for Law360 titled “Figuring Out Family Responsibilities Discrimination.”

Jeff Smith, a partner in the Vorys Columbus office, and Jeffrey Quayle, senior vice president and general counsel for the Ohio Bankers League (OBL), co-authored an article for the Spring 2015 edition of the Ohio Record (the magazine of the OBL) titled “Joining Forces to Enhance Competitiveness.”

Nelson Cary, a partner in the Vorys Columbus office and a member of the labor and employment group, authored an article for TLNT.com titled “Believe It or Not, NLRB Protects Foul Facebook Attack on Supervisor.”

Jackie Ford, a partner in the Vorys Houston and Columbus offices, authored an article for the National Law Journal titled “What Clinton's Email Troubles Can Teach Employers.”

As 2015 gets under way, bank compensation committees are tasked with setting the bank’s executive compensation strategy for the year and effectively communicating that compensation structure to shareholders. Compensation committees need to strike a balance between a compensation program that attracts and retains employees and encourages those employees to take appropriate business risks while advancing the bank’s growth strategies and discouraging inappropriate risks.

Maybe at one time your company was reporting to the Securities and Exchange Commission (SEC) and your company’s stock was listed on The NASDAQ Stock Market (NASDAQ). You were relieved when the Jumpstart Our Business Startups Act allowed you to terminate your SEC registration, even though it meant that your stock could no longer be listed on NASDAQ.

During the past three years, a significant number of community banks and their holding companies (collectively, banks) throughout the United States elected to “go dark” by taking advantage of a provision in The Jumpstart Our Business Startups Act (JOBS Act). These banks were able to suspend their reporting obligations under Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act) and deregister with the Securities and Exchange Commission (SEC) because they had fewer than 1,200 shareholders of record.

In December 2014, Congress modified portions of Dodd-Frank to provide additional opportunities to reduce the regulatory burden on community banks. In response to this legislation, on January 29, 2015 the Federal Reserve Board (FRB) requested comment on several related proposals (and an interim rule) focused primarily on increasing the number of holding companies eligible for the reduced reporting and other requirements under the “small” holding company exclusion.

Adam Sherman, a partner in the Vorys Cincinnati office and a member of the litigation group, authored an article for Law360 titled “Not All That Is Public Should Be Publicized.”

For decades, estate planners have been using trusts to help their clients save estate taxes.

Monica Oathout, a partner in the Vorys Houston office and a member of the labor and employment group authored an article titled “Religious Liberties and LGBT Rights.”

Paige Kohn, an associate in the Vorys Columbus office, authored an article for Columbus C.E.O. titled “How Businesses Can Avoid Legal Risks of Utilizing Social Media.” The story highlighted the pros and cons of the use of social media in the workplace.

Monica Oathout, a partner in the Vorys Houston office and a member of the labor and employment group authored an article titled “Religious Discrimination and Same Sex Marriage.”

Whitney Gibson, the leader of the firm’s internet defamation practice, authored an article for Social Media Explorer titled “Strategies for Legally Generating and Monitoring Online Reviews.”

Whitney Gibson, the leader of the firm’s internet defamation practice, authored a column, which was titled “Think You're Onto the Apps Your Kids are Into?,” for WCPO.com.

Whitney Gibson, the leader of the firm’s internet defamation group, a Jordan Cohen, a member of the internet defamation group, authored an article for Privacy Law360 titled “FTC Is Cracking Down On 'Revenge Porn.’”

As the new year is in full swing, you may or may not have ditched your resolutions by now.

We hope you and your family enjoyed a happy holiday season. We’re writing to introduce you to a new e-newsletter we will begin publishing next week.

Justin Roberts, partner in the litigation group in the Cleveland office, and Sean Purcell, a partner in the corporate group in the Washington, D.C. office, authored an article for Crain’s Cleveland Business titled “Don’t Buy an FCPA Problem in an Overseas Deal.”

Ashley Manfull, an associate in the Vorys Akron office and a member of the labor and employment group, authored an article for Crain’s Cleveland Business regarding employee performance improvement plans (PIPs) and year-end reviews.

With 70 million-plus members, TripAdvisor has developed a reputation as a well-trusted source for information and trip planning options for hotels, restaurants, and various attractions. Of course, like any website, TripAdvisor is not free of false or otherwise fraudulent reviews.

Bret Treier co-authored Mergers and Acquisitions for Distributors: Expert Advice for Buyers and Sellers.

Margaret Everett, of counsel in the Vorys Cleveland office and member of the litigation group, authored an article for Crain’s Cleveland Business titled “Workers' Compensation Fraud Investigations: Old School Meets New Tools.”

Whitney Gibson, the leader of the firm’s internet defamation group, and Jordan Cohen, an associate in the internet defamation group, co-authored an article for Travel Law Quarterly titled “New York Hotel’s Policy Against Negative Online Reviews Backfires.”

Following an extended dry spell for de novo bank applications, in what could be interpreted as a gesture to “kick-start” de novo conversations, the FDIC issued in November a somewhat “out of the blue” financial institutions letter (FIL-56-2014) containing a series of Q&As relating to procedural issues surrounding applications for deposit insurance.

When bankers see news reports about the Defense of Marriage Act (DOMA), Ohio’s Marriage Amendment and recent court cases involving same-sex marriages, they probably think in terms of constitutional, health care, employment and domestic issues.

Both state and federal bank regulatory exam reports use references to Matters Requiring Attention (MRAs), Matters Requiring Board Attention (MRBAs) and Matters Requiring Immediate Attention (MRIAs) as mechanisms for bringing issues and concerns to the attention of financial institution boards.

Community banks and thrifts have great reputations for their focus on customer service. Management and boards of financial institutions are accustomed to being thoroughly engaged and focused on maintaining and monitoring good relationships with their key customers at all levels.

Vorys Partners Greg Russell and Pete Lusenhop authored an article for the Oil & Gas Monitor titled “‘It’s All About that Basin, Bout Dat Basin…No Trouble (Well Maybe a Little).” The article highlighted the lessons that can be learned from recent and pending cases in U.S. shale plays. According to the authors, the main lesson is “Proceed with Caution.”

Kevin Gormly, a partner in the Pittsburgh office, and Abbi Marusic, an associate in the Pittsburgh office, provided the Pennsylvania Oil and Gas Update in the Rocky Mountain Mineral Law Foundation Mineral Law Newsletter, Vol. 31, No. 4.