Cohan & Levy Cohan & Levy 2026-06-08T15:23:02Z https://www.cohanlevy.com/feed/atom/ WordPress /wp-content/uploads/sites/1303882/2020/05/cropped-favicon-32x32.png On Behalf of Cohan & Levy <![CDATA[Business partner disputes in Georgia: How courts step in]]> https://www.cohanlevy.com/?p=47464 2026-06-08T15:23:02Z 2026-06-08T15:23:02Z When courts get involved in partnership disputes Georgia courts do not step in automatically. A partner or LLC member has to bring a claim before a court will act. Common triggers include a breach of fiduciary duty, withheld distributions, exclusion from decision-making or misappropriation of business assets. Partners and LLC members owe each other duties of loyalty and good faith, but the parties can adjust those duties through what they agreed to in writing. When one party breaches those duties, courts can award damages and step in to stop further harm.

How LLC operating agreements affect what courts can do

Georgia courts respect what the parties agreed to in writing. A well-drafted operating agreement can define how the parties resolve disputes, what buyout rights exist and what happens when a member wants to exit. Without one, courts fall back on the default rules under the Georgia Limited Liability Company Act, which Georgia lawmakers designed to apply to all LLCs, not your specific business. The outcome may look very different from what you and your partner originally intended.

When courts can order a business dissolved

In extreme cases, Georgia courts have the authority to dissolve a partnership or LLC. This typically happens when the parties are deadlocked, when one partner has engaged in serious misconduct or when continuing the business as it was originally structured is no longer workable. Dissolution is rarely the first option courts consider, but it remains available when no other resolution is possible.

What to do when a partnership dispute escalates

Business partner disputes rarely improve on their own. The longer you wait, the fewer options remain open. A business litigation attorney can help you understand where you stand, what Georgia law allows and what steps give you the best chance of protecting your position.]]> On Behalf of Cohan & Levy <![CDATA[What if another Atlanta business uses a similar name?]]> https://www.cohanlevy.com/?p=47462 2026-06-08T14:09:38Z 2026-06-08T14:09:38Z Start with public records Check the Georgia Secretary of State’s Corporations Division database. Under state law, your corporation, LLC or partnership name must be different enough from other names already registered or reserved with the Secretary of State. You should also search the USPTO database for federal trademarks. A business may have national trademark rights even if it does not appear in Georgia’s state records. A business name identifies the legal entity. A trademark identifies the source of goods or services in the marketplace. A company may register a business name and still face problems if another company has stronger rights through earlier commercial use or trademark registration. You can also check local trade name filings, which must be registered with the Clerk of the Superior Court in the county where the business operates.

Look at how customers may see the name

The issue is not only whether the wordings look alike. It is whether customers are likely to be confused. Pay attention to details such as:
  • Similar logos, websites or social media handles
  • Overlapping products or services
  • The same customer base or service area
  • Mistaken calls, emails or reviews
These details can help show whether the issue is minor or a serious threat to your brand.

Protecting your Atlanta brand

If people mention confusion, document what they said and how it affected your company. Save screenshots, ads, website pages, social media posts and customer messages before the issue grows. If your search turns up a serious conflict, an IP attorney can review the facts and help you decide whether a cease-and-desist letter or another measured response makes sense.]]> On Behalf of Cohan & Levy <![CDATA[What should you do before sending an IP cease-and-desist letter?]]> https://www.cohanlevy.com/?p=47460 2026-05-19T10:50:04Z 2026-05-19T10:50:04Z Confirm what you own before making a demand Gather records based on the type of intellectual property involved:
  • Trademarks: Review federal or Georgia registration filings, proof of first use, sales dates and marketing materials.
  • Copyrights: Gather drafts, files and registration details. Note that registration is generally required before filing an infringement lawsuit.
  • Patents: Review the registration number, ownership records and evidence of how the other party’s product infringes.
  • Trade secrets: Gather non-disclosure agreements, confidentiality policies and access logs.
Check contracts with designers, developers or employees to ensure they formally assigned the IP rights to you.

Review the facts before accusing infringement

A strong demand usually identifies the specific conduct at issue. Instead of saying someone “copied your business,” focus on what they used without permission. Evidence to gather may include:
  • Copies or screenshots of the allegedly infringing material
  • Dates of use, publication or sale
  • Purchase records, archived web pages or online listings
  • Customer confusion, lost sales or other business harm
Clear facts reduce the risk of sending an overbroad demand.

Check Georgia’s patent demand rules

If your dispute involves a patent, Georgia law prohibits bad-faith assertions of patent infringement under O.C.G.A. § 10-1-771. The demand should typically identify the patent number, the owner and the factual basis for the claim to avoid accusations of deception or bad faith.

Prepare for the other side’s response

A cease-and-desist letter does not end every dispute. The recipient may deny infringement, ask for more proof, negotiate a license or file a declaratory judgment action asking a court to rule on the parties’ rights. Before sending the letter, decide what result you want. You may want the other party to stop using the IP, remove online listings, preserve evidence, pay damages or enter a license agreement.

Moving forward carefully

A cease-and-desist letter is most effective when grounded in clear facts and ownership records. This preparation helps you protect your brand while minimizing the risk of a legal backlash.]]> On Behalf of Cohan & Levy <![CDATA[How to hire from a competitor without triggering a Georgia lawsuit]]> https://www.cohanlevy.com/?p=47457 2026-05-11T10:44:03Z 2026-05-11T09:52:54Z Evaluating existing restrictive covenants in Georgia Before a new hire signs an offer letter, you should check for any legal barriers. Many Georgia employment contracts use restrictive covenants. If the hire signed these after May 11, 2011, the GRCA governs them. This law sets limits on time, area and job scope. Businesses often encounter several types of agreements during the review process:
  • Non-compete agreements: These limit working for a rival in specific roles or regions
  • Non-solicitation of customers: These stop a hire from taking clients from their old firm
  • Non-solicitation of employees: These prevent the hire from recruiting former coworkers
  • Confidentiality or non-disclosure agreements: These protect private data such as client lists
Reviewing these documents helps identify potential conflicts early.

Protecting against trade secret misappropriation

The Georgia Trade Secrets Act protects company-owned info. Even without a non-compete, a hire cannot use a rival’s "trade secrets". This includes unreleased designs or pricing plans. Most lawsuits stem from digital files that employees take from their old jobs. To lower your risk, give candidates written orders to leave all old materials behind. This shows you value fair competition and respect intellectual property.

Structuring the transition to minimize conflict

The first few weeks are often the most critical period. If the new job duties look too much like the old ones, a former employer might ask for an injunction. You can take several steps to reduce these risks:
  • Change the job description: Focus on new regions or different products
  • Wait to contact clients: Respect all non-solicitation dates
  • Record your process: Show that you hired the person for their general skills, not for stolen trade secrets
These actions help establish a defense against claims of bad faith.

Balancing recruitment with legal safety

Georgia courts look closely at contract text and how bosses act. The margin for error is thin. Many founders find that a lawyer who knows Georgia employment law helps protect the company. An attorney can check agreements and help you create onboarding rules that protect your business from lawsuits.]]> On Behalf of Cohan & Levy <![CDATA[A non-compete agreement in Georgia: Is it enforceable?]]> https://www.cohanlevy.com/?p=47454 2026-04-28T07:43:22Z 2026-04-28T07:43:22Z You worked hard to build your business. You hired the right people and gave them access to your "secret sauce." Today, it is natural to wonder: if those people leave, will your non-compete agreements actually hold up in court? In Georgia, the answer is yes, but only if the contract strictly follows the Georgia Restrictive Covenants Act (GRCA). To pass the test in a Georgia court, an agreement must be fair in four specific areas.

The who: Which employees can be restricted?

Georgia law does not give employers a "blank check" to restrict everyone. A non-compete is enforceable only when applied to specific categories of workers:
  • Sales teams: Referring to employees who regularly solicit customers or make sales for the company.
  • Managers: For those who supervise at least two people and have the authority to hire or fire.
  • Key professionals: These include employees with specialized training, trade secrets or unique influence.
Note: Agreements targeting purely entry-level or administrative staff are generally void under Georgia law.

The when: How long can the restriction last?

You cannot stop someone from working forever. Under Georgia law, courts presume two years to be the reasonable limit for a non-compete after an employee leaves. Attempting to enforce a three-year or five-year ban without a massive justification, such as the sale of a multi-million-dollar business, usually leads to a court striking it down.

The where: Where are former employees restricted from working?

A geographic limit must be reasonable and tied to where the employee actually did business. You can generally only restrict an employee from working in the areas where they actually represented your company. The contract should make the "no-go" zone clear, whether it’s a list of specific counties or a radius, such as within 20 miles of your headquarters.

The what: What activities are banned?

You can stop a former employee from doing their specific job for a competitor, but you cannot stop them from working in the entire industry in any capacity. Under Georgia law, judges have the power to "blue-pencil" or edit a slightly overbroad clause to make it legal. Recent rulings suggest that if a contract is written in an intentionally oppressive or confusing way, a judge may choose to void the entire agreement rather than "fixing" it for the employer.

The strategy: How do you protect your business?

When drafting a contract for a new hire, it is advisable to tailor agreements to specific roles rather than using a generic template. Georgia's state laws remain the final word on enforceability, but knowing the four rules now prevents a costly business litigation down the road.  ]]> On Behalf of Cohan & Levy <![CDATA[Copyright or patent: Which IP protection does your software need?]]> https://www.cohanlevy.com/?p=47452 2026-04-10T12:41:07Z 2026-04-10T12:41:07Z How does copyright protect IP? From the moment you create your software, you generally have legal ownership of its source code. Under federal law, software code is automatically protected as an original work. This means no one can copy, distribute or modify another entity’s code without permission. However, copyright only protects the code itself. It does not protect the function or concept behind it. Other businesses or developers can still create software with similar features. Moreover, automatic copyright ownership does not provide complete legal protection. To obtain enforcement rights, you may need to register the copyright.

What are the benefits of registering a copyright?

Automatic copyright establishes your ownership. However, it does not allow you to enforce that ownership in court. As a registered owner, you may file for infringement against a competitor that copies your code. You may also recover litigation fees and statutory damages.

When should companies consider patent protection?

If your software involves an innovative technology, a patent may apply. Patents protect what the software does, not the code itself. Unlike copyright, a patent prevents competitors from using an individual’s invention. However, not all software qualifies for a patent. It must meet the following requirements:
  • It must be new and undisclosed to the public before filing
  • It must represent a significant advancement beyond existing solutions
  • It must provide a practical application
  • It must involve a specific technical process, not just an abstract idea
Patents offer broader protection, but it often comes at a higher cost. Applications require significant financial investment and may take years to be approved.

Planning an IP protection strategy

The level of protection depends on the nature of your software. Business revenue can also play a role. Software with significant commercial value typically requires multi-layered protection. When developing an IP strategy, it may be beneficial to seek legal counsel. This can help you determine what fits your business needs and budget.]]> On Behalf of Cohan & Levy <![CDATA[4 governance failures that can lead to shareholder lawsuits]]> https://www.cohanlevy.com/?p=47450 2026-03-23T15:51:42Z 2026-03-23T15:51:42Z Serving on a company board can feel like a natural next step in your career. Even with years of leadership or financial experience, board service brings new legal duties. Georgia law expects directors to act in good faith and with reasonable care. Your decisions must support the company’s best interests. When governance problems appear, disputes between shareholders and leaders may lead to costly lawsuits. Knowing where governance failures often begin can help you see risk earlier.

Understanding what governance risk means

As a board member, you help guide major company decisions. Georgia courts apply the business judgment rule, expecting you to act with care, loyalty and in good faith. If you do not breach these duties, the law may protect you from liability for decisions that later prove unsuccessful. Many lawsuits do not start with clear misconduct. They often grow from weak oversight or poor process. When that happens, shareholders may claim the board failed to meet its duties. If this is your first board role, it helps to understand how courts review board conduct during disputes. This awareness can help you notice governance concerns before they grow into conflicts.

Governance breakdowns that often trigger shareholder disputes

Shareholder lawsuits may grow from governance failures. Common failures include the following:
  • Failure to manage conflicts of interest: If a director or executive has a personal interest in a deal, the board must handle it with care. Georgia law allows certain transactions, but the board must disclose and review them properly.
  • Weak oversight of executive leadership: Boards should review key business decisions and financial information with care. When directors do not question major issues, shareholders may argue the board ignored warning signs.
  • Informal decision making without clear records: Georgia courts often review board minutes and written approvals. Inadequate records can raise questions about how the board reached its decisions.
  • Ignoring minority shareholder concerns: In closely held companies, minority owners may feel excluded from major decisions. These concerns may lead to disputes over fairness and control.
Strong governance practices can reduce these risks.

Board service comes with legal responsibilities

Board service lets you shape a company’s future. It also carries real legal responsibility under Georgia law. Clear governance practices and careful records can help show how the board acted. Experienced legal guidance can help boards address governance questions before they grow into larger disputes.]]> On Behalf of Cohan & Levy <![CDATA[Guide to trade secret misappropriation in Georgia]]> https://www.cohanlevy.com/?p=47447 2026-02-27T11:53:04Z 2026-02-27T11:41:52Z Trade secrets often serve as the 'secret sauce' behind a business’s success. When someone takes this information without permission, it can devastate the company. In Georgia, you have specific legal pathways to address this through both state and federal law.

What qualifies as a trade secret?

A trade secret is information that has actual economic value because it is not known to the public. To keep its legal status, you must take active, reasonable steps to keep it confidential. Common examples include:
  • Unique formulas: Recipes or chemical compositions that provide a competitive edge
  • Strategic lists: Proprietary customer databases or specialized pricing models
  • Internal processes: Business methodologies or custom software algorithms
Under the Georgia Trade Secrets Act (GTSA) and the federal Defend Trade Secrets Act (DTSA), secrecy is the most critical factor. If the information is easily discoverable by others, it likely will not qualify for legal protection.

How to file a claim?

If you believe your information has been stolen, the legal process generally follows a specific sequence of evidence gathering and filing.
  1. Prove the secret: Show the information was truly a secret and held value
  2. Prove the theft: Show that someone acquired the information through improper means such as theft, bribery or violating a non-disclosure agreement
  3. Prove the damage: Show that your business suffered a measurable loss or the other party gained an unfair advantage
In Georgia, you must act within five years of discovering the theft. This is a longer window than the three-year limit provided by federal law, giving Georgia businesses more time to build a case.

What evidence is required?

Winning a case often depends on the documentation you can show. You must show that you actively treated your information as confidential, not merely labeled it a secret. Having a signed non-disclosure agreement with employees or business partners helps establish this contractual proof. Courts also consider the security measures you put in place, such as restricted access to sensitive areas, password protections or clearly marking documents as confidential.  Digital traces can further support your claim, including emails or system logs that show unauthorized attempts to download or share files. Judges look at whether your protective efforts were reasonable, taking into account the size of your business and the value of the information you are trying to protect.

Which legal protections are available?

If a court finds that someone has misappropriated your business secrets, several protections could help make the business whole again. One common approach is an injunction, which is a court order that immediately stops the other party from using or sharing the secret.  You might also seek financial damages, which compensate for lost profits or the money the other party earned by using your secret. In cases where the theft seems particularly deliberate or malicious, Georgia law allows a judge to award additional punitive damages, though these are limited to double the amount of your actual financial losses.

Final thoughts

Pursuing an intellectual property claim requires a balance of speed and evidence. While Georgia's five-year statute of limitations is generous, your ability to win depends on proving you took the necessary steps to guard your secrets long before the theft occurred.]]> On Behalf of Cohan & Levy <![CDATA[How to protect your IP in a business partnership]]> https://www.cohanlevy.com/?p=47445 2026-02-10T12:22:41Z 2026-02-23T05:00:47Z Forming a business partnership can accelerate innovation and growth, but it also comes with risks. Partnership disputes typically arise when ownership over proprietary assets is not clearly defined. Whether you develop technology or designs with a partner, understanding how intellectual property (IP) rights are enforced is crucial to preventing conflict in the long run.

Why IP rights are crucial in a partnership

IP rights determine who has the authority to license, sell or restrict the use of IP assets. When ownership is unclear, your partner may independently decide how to use the IP. If left unaddressed, it can also affect investment opportunities and commercial agreements. Investors and buyers typically conduct IP due diligence and may not proceed if unresolved issues are present.

Understanding IP ownership in a partnership

Contrary to popular belief, ownership is not based solely on who created or contributed the IP. Even if you have more contributions, you will likely have joint ownership of any IP developed within the scope of the partnership. If no written agreement exists, courts will rely on the federal legal protections of the IP involved. However, you and your partner generally owe each other fiduciary duties, which means you must act in the best interests of the partnership. For example, if you license the IP for personal profit without your partner’s approval, it may be a breach of partnership obligations.

The role of agreements in protecting IP rights

Written agreements are the cornerstone of IP protection in a business partnership. Even when there is trust between you and your partner, informal arrangements can create ambiguity and often lead to litigation down the line. Proper partnership agreements specify the following, among others:
  • Ownership of pre-existing IP
  • Management of newly created IP
  • Procedures on licensing and transferring of IP rights
Agreements also address approval requirements, ensuring that you and your partners must consent to major decisions. Without an agreement, you may be less likely to enforce your rights if a dispute arises. Protecting your IP through early legal guidance can help you navigate these issues before they occur. By clarifying ownership upfront, you reduce the risk of disputes with partners or collaborators in the future. As a result, you can confidently share and grow your ideas knowing that your IP is safeguarded.]]> On Behalf of Cohan & Levy <![CDATA[What role do business records play in litigation?]]> https://www.cohanlevy.com/?p=47444 2026-02-09T17:44:07Z 2026-02-09T17:44:07Z Business disputes often depend on paperwork, not memory. In lawsuits, courts look closely at written records to understand what happened and who met their obligations. These records help explain business relationships, transactions, and decisions. Clear documentation allows courts to base rulings on facts instead of assumptions or conflicting recollections.

Why business records matter in court

Georgia courts rely on business records because they show events as they occurred during day-to-day operations. Contracts, invoices, emails, and accounting records help explain timing, intent, and performance. Courts often trust these records more than statements made after a dispute begins because the records existed before any disagreement arose.

Common business records used in disputes

Written contracts appear in many cases, but courts also review financial statements, bank records, and tax documents. Emails, text messages, meeting minutes, and company resolutions can show who made decisions and whether they had authority to act. These records often affect disputes involving money, control, ownership, or responsibility for losses.

How Georgia law views record accuracy

Courts require proof that business records are real and dependable. Georgia law allows records kept during normal business activity to be used as evidence when someone explains how the records were created and stored. Well-organized files reduce challenges and help courts rely on the information presented.

Recordkeeping and legal risk

Missing or unclear records can weaken a legal position. When documents fail to explain key transactions, courts may question accuracy or completeness. Poor recordkeeping can also slow a case and increase disputes over facts that clear records might have resolved.

How records affect case outcomes

Business records often shape how courts decide responsibility and damages. Judges and juries use documents to measure claims with reasonable certainty. Clear records help courts reach decisions based on proof instead of guesswork, which can influence financial outcomes and legal responsibility.]]>