Florida Corporate and Business Law Update: The Florida Revised Limited Liability Company Act, Chapter 605 of the Florida Statutes, Modernizing Florida’s Limited Liability Company Laws

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The State of Florida has taken an important step in modernizing its business climate by revamping its limited liability company (“LLC”) laws and thus keeping Florida competitive with other influential commercial jurisdictions in the U.S. Specifically, the Florida Legislature recently passed into law the Florida Revised Limited Liability Company Act (the “Revised LLC Act”), which is codified in the new Chapter 605 of the Florida Statutes. A “substitute” version of the Revised LLC Act is available here. The revisions impact not only existing businesses in Florida but also all third parties who transact business with LLCs in Florida.

Key Revisions

The Revised LLC Act is largely based on the 2011 version of the Revised Uniform Limited Liability Company Act (“RULLCA”), available here, but also retains certain provisions from the existing Florida LLC Act, which is codified in Chapter 608 of the Florida Statutes and is available here. The revised act also borrows from the American Bar Association’s Revised Prototype LLC Act, the Revised Model Business Corporation Act, Florida’s partnership acts, and the LLC statutes of Delaware and other leading commercial states.

Among its key revisions, the Revised LLC Act does the following:

  • Like its predecessor, the Revised LLC Act is a default statute, meaning that it sets forth certain provisions that cannot be waived and it also is used to fill in gaps when parties have failed to consider certain issues in their articles of incorporation and/or operating agreements. The revised act expands the list of non-waivable provisions and contains various gap-fillers, such as for fiduciary duties, special litigation committees, derivative actions, indemnification for wrongful or intentional misconduct, and an LLC’s capacity to sue and be sued. (However, because an LLC may override certain default gap-fillers by contract, the operating agreement continues to be a critical focal point for the rights and responsibilities by and between the LLC’s members and managers).
  • The Revised LLC Act modifies various provisions governing an LLC’s management structure, including, among other such modifications, by eliminating the concept of a “managing-member” and thus leaving LLCs to exist as either member-managed or manager-managed; and by altering certain voting rules for both members and managers, such as by requiring that a majority-in-interest of the members approve any action outside of the LLC’s ordinary course of business.
  • The Revised LLC Act recognizes the agency power of an LLC’s managers and members, giving both of them “apparent” authority to bind the LLC. In the absence of a contrary provision in the articles of incorporation or operating agreement, all Florida LLCs are now considered to be member-managed, and all members have authority to bind the LLC as agents of the LLC. Thus, because information regarding whether an LLC is member-managed or manager-managed may not be contained in public records, third parties under the revised act would be well-advised to ask for copies of an LLC’s operating agreement and/or written management designation to determine the authority of the LLC’s managers and members as agents of the LLC. Alternatively, the revised act now allows for the filing of a statement of authority, which, as with similar statements authorized under Florida’s partnership statutes, allows an LLC to designate any member(s), manager(s) or other person(s) who can bind the LLC. An LLC also can file a statement of denial to revoke (or deny) a prior grant of authority. The revised act further imposes additional reporting requirements regarding information that is submitted to the Department of Corporations.
  • The Revised LLC Act modifies the provisions regarding the winding up of an LLC’s affairs, dissociation of members, and dissolution of LLCs, including by introducing the concept of “wrongful dissociation,” and by giving an LLC the right to damages against a member who wrongfully dissociates from the LLC (and, for example, wrongfully competes against the LLC). Similarly, the revised act clarifies the grounds for judicial dissolution and the appointment of receivers and custodians, including a “deadlock sale” provision addressing deadlock between managers or members. The revised act also eliminates certain prior provisions (under the existing act) regarding the circumstances in which an LLC’s creditor can bring an action against the LLC for judicial dissolution.
  • The Revised LLC Act modifies the provisions regarding service of process on LLCs, and thus clarifies how to serve process on a Florida LLC and/or a foreign LLC that is authorized to transact business in this state.
  • The Revised LLC Act clarifies the provisions regarding appraisal rights and organic transactions, such as mergers, conflict-of-interest exchanges, conversions and domestications, including interest exchanges and in-bound domestications by non-U.S. entities. (The revised act does not currently adopt “Series LLCs,” although the issue continues to be considered and, if necessary, could be the subject of a future special task force.)

Conclusion

Once it is signed into law by the Governor, the Revised LLC Act will become effective on January 1, 2014, and will apply to all new limited liability companies (or LLCs) formed or registered to do business in the State of Florida on or after that date, or to all existing LLCs that registered prior to January 1, 2014 and elect to come under the revised act.

In addition, as of January 1, 2015, the revised act (in Chapter 605 of the Florida Statutes) will repeal the existing Florida LLC Act (in Chapter 608) for all LLCs formed or registered to do business in Florida prior to January 1, 2014, and thus will become the mandatory default statute for all LLCs (regardless of registration date) as of January 1, 2015. The one-year gap provides existing LLCs a limited window within which to assess their current governance procedures and corporate documentation before being subject to the new provisions of the Revised LLC Act.

Although the statutory revisions are designed to, and should, make Florida a more desirable location for business owners, the Revised LLC Act contains significant changes from the existing act and thus implicates many material issues for anyone who conducts business in this state and/or deals with Florida or foreign LLCs here, including lenders and other parties who contract with Florida LLCs.

The key revisions identified above provide a non-exhaustive glimpse into the subject changes. Florida business owners and third parties with commercial operations in this state should consult with a legal advisor to determine what changes, if any, are appropriate given the Florida Revised LLC Act and to avoid unintended consequences of transacting business in this state.

The attorneys at Fuerst Ittleman David & Joseph have extensive experience in all areas of commercial transactions, including incorporation, management, governance and compliance issues. Please contact us by email at contact@fidjlaw.com or telephone at 305.350.5690 with any questions.

Announcing the FIDJ Mini-Blog

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This week, Fuerst Ittleman David & Joseph is launching a Mini Blog, which will be submitted to its readers on a weekly basis. Unlike its usual Blog, which will continue to be updated here, the Mini Blog will allow FIDJ to communicate with its readers in a short and to-the-point style, delivering critical news updates with just enough commentary to explain why the updates are critical. We believe that this Mini Blog will be a valuable resource for our readers, and will allow subscribers to stay up to date on issues affecting all of our practice areas, including Tax & Tax Litigation, Food Drug & Cosmetic Law, Complex Litigation, Customs Import & Trade Law, White Collar Criminal Defense, Anti-Money Laundering, Healthcare Law, and Wealth & Estate Planning. Additionally, subscribers may sign up to receive only the content relevant to their interests on a subject-by-subject basis. As always, please feel free to reach out to us with comments regarding our content or suggestions regarding how we may better keep you up to date.

Click here to sign up.

Here is a sampling of what you can expect to receive in our Mini Blog:

Food and Drug:

On May 28, 2013, the Alcohol and Tobacco Tax and Trade Bureau (TTB) issued guidelines for voluntary “serving facts statements” that alcoholic beverage manufacturers may include on their packaging. A copy of TTB’s press release can be read here. The serving facts statements are similar to the nutrition panels currently found on non-alcoholic foods and beverages. According to the rule, serving facts statements will include: 1) the serving size; 2) the number of servings per container; 3) the number of calories; and 4) the number of grams of carbohydrates, protein, and fat preserving. In addition, serving fact statements may also include the percentage of alcohol by volume and a statement of the fluid ounces of pure ethyl alcohol per serving. TTB is providing the interim guidance on the use of voluntary serving facts statements on labels and in advertisements pending the completion of rulemaking on the matter. A copy of the TTB Ruling can be read here.

Healthcare:

A new bill in the U.S. House of Representatives, the Medicare Audit Improvement Act of 2013, seeks to amend title XVIII of the Social Security Act to improve operations of recovery auditors under the Medicare integrity program and to increase transparency and accuracy in audits conducted by contractors. A few proposals include limiting the amount of additional document requests, imposing financial penalties on auditors whose payment denials are overturned on appeal and publishing auditor denials and appeals outcomes.

In related news, the Department of Health and Human Services c/o the Centers for Medicare and Medicaid Services  (“CMS”) is proposing to increase the maximum reward for reporting Medicare fraud from “10 percent of the overpayments recovered in the case or $1,000, whichever is less, to 15 percent of the final amount collected applied to the first $66,000,000”¦” In case you don’t have a calculator handy, that’s a change from $1,000 to a potential maximum windfall of $9,900,000. It’s safe to assume that the number of whistleblower reports of alleged Medicare fraud are going to skyrocket. As the saying goes, you miss 100% of the shots you don’t take.

As decided by the United States Court of Appeals for the Eleventh Circuit, HIPAA preempts Florida’s broad medical records disclosure law pertaining to a decedent’s medical records. In Opis Management Resources, LLC v. Secretary of Florida Agency for Health Care Administration, No. 12-12593 (11th Cir. Apr. l 9, 2013), the 11th Circuit Court of Appeals ruled that Florida’s broad medical records disclosure law did not sufficiently protect the privacy of a decedent’s medical records. The Court noted that Florida allows for “sweeping disclosures, making a deceased resident’s protected health information available to a spouse or other enumerated party upon request, without any need for authorization, for any conceivable reason, and without regard to the authority of the individual making the request to act in a deceased resident’s stead.” In contrast, HIPAA only permits the disclosure of a decedent’s protected health information to a “personal representative” or other identified persons “who were involved in the individual’s care or payment for health care prior to the individual’s death” to the extent the disclosed information is “relevant to such person’s involvement”.

Tax:

On May 29, 2013, the New York Times reported that the Swiss Government will allow Swiss Banks to provide information to the U.S. Government in exchange for assurances that Swiss banks would only be subject to fines and not be indicted in an American criminal case. Per the New York Times,

The New York Times article reports that: But [Ms. Widemer-Schlumpf (Switzerland’s finance minister)] said the Swiss government would not make any payments as part of the agreement. Sources briefed on the matter say the total fines could eventually total $7 billion to $10 billion, and that to ease any financial pressure on the banks, the Swiss government might advance the sums and then seek reimbursement”¦. Ms. Widmer-Schlumpf said the government would work with Parliament to quickly pass a new law that would allow Swiss banks to accept the terms of the United States offer, but said the onus would be on individual banks to decide whether to participate.

This appears to be the beginning of the end of Swiss bank secrecy. If the Swiss relent to the U.S., the European Union will be next in line to obtain the same concession.

Anti-Money Laundering:

Our thoughts on the United States government’s attack on Mt. Gox can be read here, and Bitcoin continues to remain a hot topic all across the internet; see here, here, and here. Another virtual currency, Liberty Reserve, has also made a splash since being shut down by the Feds last week in what many have described as the largest money laundering scheme of all time; see here for details of the takedown, as well as the following articles describing the initial bits of fallout from the Liberty Reserve takedown: online anonymity, anti-money laundering compliance,Barclays Bank involvement, and the not guilty pleas entered by Liberty Reserve’s proprietors on Thursday. We will keep our eyes on these two cases as the fallout continues.

Business Litigation Update: Suddenly, Contracting Parties Face Tort Risks in Florida

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A recent Florida Supreme Court ruling could open the door to unforeseen liabilities for individuals and companies entering into contracts governed by Florida law.

On March 7, 2013, in Tierra Condominium Ass’n vs. Marsh & McLennan Cos., SC10-1022, 38 Fla. L. Weekly S151a (March 7, 2013), the Court limited the application of the “economic loss doctrine” (or, the “Rule”) to product liability cases. This ruling went largely unreported – except for our blog entry that you can read here – and was probably ignored by anyone who wasn’t a builder or a lawyer. Yet this ruling actually has a profound impact on anybody who has entered into a contract in which Florida law applies.

In usual circumstances when a party is the victim of a contract breach, the offended party sues under the contract seeking damages. Now enter the economic loss doctrine. Generally speaking, the Rule provides that someone suffering only economic damages in the breach of a contract may recover for those damages based only upon the provisions of the contract, such as warranties. Other “tort theories,” such as negligence or strict liability that seek to circumvent mundane and defined contractual remedies, were not. This was to prevent – as the U.S. Supreme Court said in one seminal case – “contract law . . . drown[ing] in a sea of tort.” East River Steamship Corp. v. Transamerica Delaval, Inc., 476 U.S. 858, 873 (1986). Therefore, as a result of the economic loss doctrine, an aggrieved contract party cannot recover for things like personal injury or property damage.

Not so fast, says the Florida Supreme Court. In its March 7, 2013 ruling, the court held, “[T]he application of the economic loss rule is limited to products liability cases. Therefore, we recede from prior case law to the extent that it is inconsistent with this holding.” What the Florida court was “reced[ing] from” was 25 years of jurisprudence in which the court expanded the application of the Rule well beyond its humble beginnings in product liability law. With the ruling in Tierra, however, the court has gone back to the roots of the Rule. The Tierra decision can be read in full here.

Implication for Florida Contracts

So let’s say that you have a supply/distribution contract governed under Florida law, and that contract provides that a party cannot seek damages for the supplier failing to deliver a product in a timely fashion. When the merchandise shows up late at the distributor’s warehouse, the Miami court house doors are opened. Before Tierra, the court would have said that the distributor cannot sue under the contract for damages because of the applicable provision. Now, with the Tierra ruling, the distributor may be able seek damages from the supplier alleging that the supplier was negligent in not properly delivering the merchandise. While it is unclear whether other long standing doctrines from which the economic loss rule expanded will continue to bar such remedies, a wave of new litigation is fully expected to test Tierra ramifications.

It is precisely because of this “wave of uncertainty” businesses should consult with their counsel to revisit existing contractual language. From a drafting standpoint, business lawyers for years have worked clauses into contracts to limit their clients’ liability. Accommodating the ruling in Tierra is no exception. Now, in addition to specifically disclaiming certain warranties and waiving liability for indirect, consequential, incidental and special damages, the contract will have to contain waivers for damages under tort theories as well. The inclusion of certain provisions should be able to provide an effective breakwater against the sea of tort litigation that is expected after Tierra.

This ruling has other implications of which companies should be aware. For example, it is sound business practice that when risks cannot be managed through contracts, private insurance is employed to mitigate the exposure. The question now arises whether a company’s commercial general liability (“CGL”) policy covers these new tort liabilities. The commonly used Insurance Services Office’s CGL policy (2007 form) lists 16 specific exclusions from coverage, including a “Contractual Liability” exclusion, which excludes coverage for a contractual breach. So even though a CGL policy typically covers tort claims such as personal injury and property damage claims directly against the insured, such a policy may not cover these claims when they arise out of a contract. It is incumbent upon businesses to review their respective policies to discern whether the policies exclude tort claims arising from contractual duties. And if that is the case for the insurance in your business, you may want to see if you can obtain specific “Contractual Liability Insurance.”

It is certain that the ripple effects of the Florida Supreme Court’s ruling in Tierra will be felt in the business and legal communities for years to come. The important message here is to be prepared. Whether seeking to mitigate your risks of tort damages through effective contractual drafting, or through insurance, or a combination thereof, effective legal guidance on this critical issue is essential.

Even an older, executed contract can be amended to accommodate the changes brought about by the Florida Supreme Court’s ruling. To perform a check–up, contact one our experienced business attorneys today.

Miami: Our Best Climate is the One Serving Your Business

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According to recent media reports, Miami has become the “go-to” location for companies seeking a better business, a fact that has been noticed by many major New York observing the trend of migration to Florida. Consider the following statistics comparing the Miami and New York metro areas:

  • Miami’s sales tax is 6.62% vs. New York’s 8.48%
  • Metro Miami’s overall cost of living is 52% lower than the New York Metro area
  • State and local tax burden in Florida is 9.3% vs. New York’s highest-in-the-nation rate of 12.8%
  • Commercial real estate costs per square foot in New York are double Miami’s and residential costs may be five times more in New York

Source: Fox Business News

Miami’s far lower cost of living is allowing relocated businesses to attract and retain employees. But while “lifestyle climate” may be crucial to a happy business move, Miami’s real enticement may be found in Florida’s business climate. The attorneys at Fuerst, Ittleman, David & Joseph can ensure that your company maximizes the many tax advantages and business incentives offered by the state to companies relocating to Florida:

Tax Advantages

Florida’s stable and highly favorable tax climate provides advantages that make a Florida location profitable for every type of business. Progressive legislation also ensures that Florida remains a worldwide hub for new and expanding businesses.

Florida has”¦

NO corporate income tax on limited partnerships

NO corporate income tax on subchapter S-corporations

NO state personal income tax guaranteed by constitutional provision

NO corporate franchise tax on capital stock

NO state-level property tax assessed

NO property tax on business inventories

NO property tax on goods-in-transit for up to 180 days

NO sales and use tax on goods manufactured or produced in Florida for export outside the state

NO sales tax on purchases of raw materials incorporated in a final product for resale, including non-reusable containers or packaging

NO sales/use tax on co-generation of electricity

Florida offers Sales and Use Tax Exemptions on”¦

Machinery and equipment used by a new or expanding Florida business to manufacture, produce or process tangible personal property for sale

Labor, parts and materials used in repair of and incorporated into machinery and equipment

Electricity used in the manufacturing process

Certain boiler fuels (including natural gas) used in the manufacturing process

Semiconductor, defense and space technology-based industry transactions involving manufacturing equipment

Machinery and equipment used predominantly in research and development

Labor component of research and development expenditures

Commercial space activity ”” launch vehicles, payloads and fuel, machinery and equipment for production of items used exclusively at Spaceport Florida

Aircraft parts, modification, maintenance and repair, sale or lease of qualified aircraft

Production companies engaged in Florida in the production of motion pictures, made for television motion pictures, television series, commercial music videos or sound recordings.

Incentives

Florida offers bottom-line advantages for long term profitability for all types of businesses, from corporate headquarters to manufacturing plants to service firms. Florida offers incentives for:

Targeted Industry Incentives:

Qualified Target Industry Tax Refund (QTI)

The Qualified Target Industry Tax Refund incentive is available for companies that create high wage jobs in targeted high value-added industries. This incentive includes refunds on corporate income, sales, ad valorem, intangible personal property, insurance premium, and certain other taxes. Pre-approved applicants who create jobs in Florida receive tax refunds of $3,000 per net new Florida full-time equivalent job created; $6,000 in an Enterprise Zone or Rural Community (county). For businesses paying 150 percent of the average annual wage, add $1,000 per job; for businesses paying 200 percent of the average annual salary, add $2,000 per job; businesses falling within a designated high impact sector or increasing exports of its goods through a seaport or airport in the state by at least 10 percent in value or tonnage in each year of receiving a QTI refund, add $2,000 per job; projects locating in a designated Brownfield area (Brownfield Bonus) can add $2,500 per job. The local community where the company locates contributes 20 percent of the total tax refund. There is a cap of $5 million per single qualified applicant in all years, and no more than 25 percent of the total refund approved may be taken in any single fiscal year. New or expanding businesses in selected targeted industries or corporate headquarters are eligible.

Qualified Defense and Space Contractor Tax Refund (QDSC)Florida is committed to preserving and growing its high technology employment base by giving Florida defense, homeland security, and space business contractors a competitive edge in consolidating contracts or subcontracts, acquiring new contracts, or converting contracts to commercial production. Pre-approved applicants creating or retaining jobs in Florida may receive tax refunds of $3,000 per net new Florida full-time equivalent job created or retained; $6,000 in an Enterprise Zone or rural county. For businesses paying 150 percent of the average annual wage, add $1,000 per job; for businesses paying 200 percent of the average annual salary, add $2,000 per job.

Capital Investment Tax Credit (CITC)

The Capital Investment Tax Credit is used to attract and grow capital-intensive industries in Florida. It is an annual credit, provided for up to twenty years, against the corporate income tax. Eligible projects are those in designated high-impact portions of the following sectors: clean energy, biomedical technology, financial services, information technology, silicon technology, transportation equipment manufacturing, or be a corporate headquarters facility. Projects must also create a minimum of 100 jobs and invest at least $25 million in eligible capital costs. Eligible capital costs include all expenses incurred in the acquisition, construction, installation, and equipping of a project from the beginning of construction to the commencement of operations. The level of investment and the project’s Florida corporate income tax liability for the 20 years following commencement of operations determines the amount of the annual credit.

High Impact Performance Incentive Grant (HIPI)

The High Impact Performance Incentive is a negotiated grant used to attract and grow major high impact facilities in Florida. Grants are provided to pre-approved applicants in certain high-impact sectors designated by the Governor’s Office of Tourism, Trade and Economic Development (OTTED). In order to participate in the program, the project must: operate within designated high-impact portions of the following sectors– clean energy, corporate headquarters, financial services, life sciences, semiconductors, and transportation equipment manufacturing; create at least 50 new full-time equivalent jobs (if a R&D facility, create at least 25 new full-time equivalent jobs) in Florida in a three-year period; and make a cumulative investment in the state of at least $50 million (if a R&D facility, make a cumulative investment of at least $25 million) in a three-year period. Once recommended by Enterprise Florida, Inc. (EFI) and approved by OTTED, the high impact business is awarded 50 percent of the eligible grant upon commencement of operations and the balance of the awarded grant once full employment and capital investment goals are met.

Workforce Training Incentives:

Quick Response Training Program (QRT)

Quick Response Training (QRT) – an employer-driven training program designed to assist new value-added businesses and provide existing Florida businesses the necessary training for expansion. A state educational facility – community college, area technical center, school district or university – is available to assist with application and program development or delivery. The educational facility will also serve as fiscal agent for the project. The company may use in-house training, outside vendor training programs or the local educational entity to provide training. Reimbursable training expenses include: instructors’/trainers’ wages, curriculum development, and textbooks/manuals. This program is customized, flexible, and responsive to individual company needs. To learn more about the QRT program, visit Workforce Florida.

Incumbent Worker Training Program (IWT)

Incumbent Worker Training (IWT) – a program that provides training to currently employed workers to keep Florida’s workforce competitive in a global economy and to retain existing businesses. The program is available to all Florida businesses that have been in operation for at least one year prior to application and require skills upgrade training for existing employees. Priority is given to businesses in targeted industries, Enterprise Zones, HUB Zones, Inner City Distressed areas, Rural Counties and areas, and Brownfield areas. For additional information on the IWT program, visit Workforce Florida.

Infrastructure Incentive:

Economic Development Transportation Fund

The Economic Development Transportation Fund, commonly referred to as the “Road Fund,” is an incentive tool designed to alleviate transportation problems that adversely impact a specific company’s location or expansion decision. The award amount is based on the number of new and retained jobs and the eligible transportation project costs, up to $3 million. The award is made to the local government on behalf of a specific business for public transportation improvements.

Special Opportunity Incentives:

Rural Incentives: Florida encourages growth throughout the state by offering increased incentive awards and lower wage qualification thresholds in its rural counties. Additionally, a Rural Community Development Revolving Loan Fund and Rural Infrastructure Fund exist to meet the special needs that businesses encounter in rural counties.

Urban Incentives: Florida offers increased incentive awards and lower wage qualification thresholds for businesses locating in many urban core/inner city areas that are experiencing conditions affecting the economic viability of the community and hampering the self-sufficiency of the residents.

Enterprise Zone Incentives: Florida offers an assortment of tax incentives to businesses that choose to create employment within an enterprise zone, which is a specific geographic area targeted for economic revitalization. These include a sales and use tax credit, tax refund for business machinery and equipment used in an enterprise zone, sales tax refund for building materials used in an Enterprise Zone, and a sales tax exemption for electrical energy used in an enterprise zone.

Brownfield Incentives: Florida offers incentives to businesses that locate in brownfield sites, which are underutilized industrial or commercial sites due to actual or perceived environmental contamination. The Brownfield Redevelopment Bonus Refund is available to encourage Brownfield redevelopment and job creation. Approved applicants receive tax refunds of up to $2,500 for each job created.

Local Government Distressed Area Matching Grant Program (LDMG)

The Local Government Distressed Area Matching Grant Program stimulates investment in Florida’s economy by assisting Local Governments in attracting and retaining targeted businesses. Applications are accepted from local governments/municipalities that plan on offering financial assistance to a specific business in the area. These targeted businesses are required to create at least 15 full-time jobs and the project must either be new to Florida; expanding operations in Florida; or leaving Florida unless it receives local and state government assistance. The amount awarded by the State of Florida will equal $50,000 or 50% of the local government’s assistance amount, whichever is less, and be provided following the commitment and payment of that assistance.

Source: Enterprise Florida.

How to Ensure That Your Company’s Data Doesn’t Get Lost in the Clouds PART III

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Cloud Service Termination, Transfer and Other Issues

Cloud computing has become an increasingly popular option for businesses to cheaply and efficiently manage their data systems.  Businesses interested in utilizing these services should be cautious, however, when entering into agreements to use these services.  Just like with any corporate transaction, the contracts and agreements for cloud services must be drafted effectively so as to mitigate business risks to the greatest extent possible.

In Part I of our cloud-computing blog series we addressed privacy and security concerns for business engaged in cloud computing.  Part II of the series examined jurisdictional issues and subscriber data ownership issues that may arise in cloud-computing agreements.

Now n our third and final installment of this blog series we will address how subscribers should structure the termination of a cloud computing agreement to ensure “ to the greatest extent possible “ that their data are safely returned and/or disposed by the cloud service provider.  We will also address some miscellaneous issues that may arise with respect to the transfer or termination of ownership by the cloud provider.

1. Termination

At the end of a transaction or upon the termination or expiry of an agreement, in traditional corporate contract settings, there are usually standard provisions calling for the return of data by the party that was using the data, or the destruction of that data and a certification to that effect.  In a cloud computing arrangement, however, the parties to the corporate contract are not is possession of that data “ the cloud service provider is.

Many would argue that the contract party cannot be held responsible, therefore, for the return or destruction of the data.  Nothing could be further from the truth.

Upon the conclusion of a cloud computing agreement, a procedure should be in place for the cloud-computing service provider to return all data to their subscriber, or to destroy the data and certify as to its destruction. Most businesses seeking a cloud service provider likely already have internal policies and procedures in place for retaining, backing up, and disposing of data.  It is crucial that subscribers inquire into their prospective cloud-service provider’s data retention and destruction policies to ensure that the policies of the subscriber can be adhered to in their cloud provider’s environment.

For example, the cloud service agreement can call for the service provider to return all data to the subscriber or, upon the request of the subscriber, destroy all data and certify as to its destruction.  Then, in the corporate contract, appropriate language can be added to allow for the cloud service provider to return or destroy the data.  A sample agreement provision might read:

Upon the expiration or termination of this Agreement, the Receiving Company immediately shall delete or order the deletion of all proprietary data and information from any on-demand computer network access storage location (i.e., cloud computing service) and provide the Providing Company with (a) written notice, certified by an appropriate officer of the Receiving Company, of such actions, and (b) written certification(s) from such on-demand computer network access storage location service provider(s) that the deletion has taken place.

Contract provisions of this type will help ensure that your data is not left floating in the Cloud at the end of an agreement or transaction.

2. Transfer

Along the lines of termination, use of a cloud service provider raises additional questions. What happens if the cloud service provider changes?  Situations such as the sale of the cloud service, sale of the cloud company, merger, or government seizure can all have tremendous effects on the subscriber’s serviced data Comingling of personal information, jurisdictional issues, and sharing of a subscriber’s business data could all prospectively result from these situations.

Awareness and prior planning are key features to mitigating these business risks. Subscribers need discuss these issues with their prospective cloud service provider prior to entering into an agreement. In many situations, specific clauses can be drafted into the cloud service agreement to allow for the safe return or destruction of a subscriber’s data before any change in the dominion or control over that data can take place.

At a minimum, to protect their data from ending up in the hands of unforeseen third parties, subscribers should require their cloud service provider inform them of any situation in which their data may be accessed by, or transferred to, an unrelated third party.  While similarly worded “assignment” clauses are ubiquitous in business contracts, our recent review of several cloud service agreements found these clauses to be altogether lacking. To protect your valuable data, subscribers must reserve the right to terminate the cloud service agreement for cause “ and demand return or destruction of the data “ in events such as these.

3. Additional Issues

There are many other ways in which operating in the cloud computing environment must be considering by all businesses. While far from exhaustive, some of the most critical areas to consider are:

  • Segregation of Subscriber Data. In your local, server-based systems, confidential data, proprietary data, and sensitive financial data (to name a few), can be segregated from other business data and protected appropriately. Very often businesses certify to customers and business partners that their data will receive this special treatment. Is your cloud service provider also guaranteeing this segregation and an appropriate level of safeguarding?
  • Authentication of Data. Does your cloud service provider have the technical processes and control procedures in place to guarantee that your data will not be (inadvertently or otherwise) changed over time? Think of the ramification to your business if credit approvals, account receivable limits, or termination dates on contracts were changed while in the cloud.
  • Responding to Litigation. In the world of e-discovery in litigation, being able to preserve subscriber data and provide copies of that data in a timely and complete fashion are critical. Can your cloud service provider respond to your needs in the event of litigation. Moreover, what if the service provider itself is the target of litigation. Is your data safe from unwarranted disclosure or disclosure without prior notice to the subscriber?

Concluding Thoughts

It goes without saying that the contractual nuances arising in the cloud computing environment could easily fill several volumes.  Our goal in this blog series is to educate business as to how operating in the Cloud requires you to rethink even the most fundamental aspects of the business agreements you currently use.

Cloud computing can provide significant business advantages in efficiency and cost savings. In the age of transparency it will be key for businesses to maintain sensitive intellectual property, customer, and confidential data in such as way as to ensure that they preserve their competitive advantage and avoid any issues regarding unauthorized use of data.  As such, businesses must carefully negotiate and draft not only their cloud service agreements, but all of their commercial contracts and agreements to insulate themselves from liability and protect their invaluable data.

Does your company need assistance in ensuring the security and integrity of its cloud-based business and information?  Fuerst Ittleman David & Joseph has experience in designing cloud-based business solutions, including negotiating, drafting and executing a wide variety of transactional agreements to ensure that while your business may be in the clouds, your feet are firmly rooted on solid legal ground.  Contact us today for a free consultation.

How to Ensure That Your Company’s Data Doesn’t Get Lost in the Clouds: Part II

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Jurisdiction & Cloud-Service Providers Rights in Data

Cloud computing has become an increasingly popular option for businesses to cheaply and efficiently manage their data systems.  Businesses interested in utilizing these services should be cautious, however, when entering into agreements to use these services.  Just like with any corporate transaction, the contracts and agreements for cloud services must be drafted effectively so as to mitigate business risks to the greatest extent possible.

In Part I of our cloud-computing blog series we addressed some of the privacy and security concerns of which businesses should be aware and offered some guidance as to what steps they should take to mitigate risks to their businesses and stored data.

In Part II of this series we now take a close look at some of the jurisdictional issues that may arise in cloud-computing agreements as well as what rights and responsibilities the cloud-service provider has “ or may have “  in a subscribers data.

1. Jurisdictional Issues in Cloud Computing

As recently as a few years ago, if one company shared computer files with another company under a data sharing agreement, it was reasonably certain that those data files would be physically stored somewhere. The files would be sent by CD, thumb-drive, or some file transfer protocol (FTP) from computers physically residing in one location to computers physically residing in another location. It was easy back in the “old days” to say that a Data Sharing Agreement was governed under Florida law, for example, because the files were actually located in Florida. As a result, jurisdiction of Florida courts over those files was never an issue.

We recently concluded a major merger and acquisition transaction in which a companys data located in the Cloud was sent via file transfer software (also resident in the Cloud) to a recipient Company which was also storing the data in the Cloud. On a conference call we discussed jurisdiction over the data between the Florida corporation and the Delaware LLC. The Chief Information Officer (CIO) of the Delaware company remarked, “State jurisdiction what a quaint concept.”

To be sure, the advent of cloud computing raises a bevy of data location and cross-border issues of which companies need to be aware when entering into cloud-computing agreements. The nature of subscriber data and the physical location of its processing may expose subscribers to litigation and will dictate what legal obligations (and possible remedies) prospective subscribers may have.

For example, one of the most important questions that subscribers can ask their cloud service providers is whether they employ servers in foreign countries for cloud services. Cross-border data flow issues are not new; however, in a cloud-computing context they are magnified because of the free flow nature of the technology. Under the European Union (“EU”) Data Protection Directive, the movement of personal information of EU residents to countries outside of the EU can constitute a violation of EU law. Canada also has similar data transfer provisions. Under the United States dual-use export control regime, the Export Administration Regulation (“EAR”), companies may unintentionally subject themselves to liability for export violations by transmitting sensitive technical data on foreign servers.

Furthermore, processing data in an unexpected country may expose subscribers to legal risks and subject them to different laws and regulations that could otherwise have been avoided on a jurisdictional basis. Many foreign companies are aware of this and purposely maintain their data outside of the United States to avoid the U.S. Governments compelled disclosure provisions of the PATRIOT Act.

The previous examples illustrate how important it is for subscribers to be aware of the possible consequences that can stem from trans-border data flow. Below we have provided a few steps that subscribers can take to help insulate themselves from possible jurisdictional troubles:

  • The subscriber should require their respective cloud-service provider to reveal the physical location of all servers that will be processing the subscribers cloud data and provide reasonable notice of any changes.
  • Some cloud service providers may not be able to provide server location information because they lack the infrastructure or resources to track this content. We strongly suggest that subscribers avoid working with a cloud data provider which cant provide this information, especially if the information to be stored is sensitive customer information.
  • Finally, the subscriber should also require the service provider to collaborate with the subscriber to assure compliance with local laws and restrictions stemming from the transfer of data from one jurisdiction to another. Compliance provisions covering all possible jurisdictions and covenants not to allow data to stray outside of the disclosed jurisdictions should be the norm in cloud-based service agreements.

2. Cloud-Vendor Rights in Data and Service Level Agreements

The Service Level Agreement (“SLA”) is an ancillary component of most cloud-based service agreements. SLAs typically function as an outline for all of the cloud-service providers access and availability commitments. A good SLA will formally define the level of service by providing quantifiable target performance levels, operational requirements, and cloud-vendor responsibilities. SLAs also define technical terms and very often delineate the cloud-service providers rights in the subscribers data.

This is a critical component of the SLA. Without realizing, a company can allow a service provider to access (and potentially use) subscriber data. Due to this risk, it is advantageous for subscribers to tailor the SLA as narrow as possible to limit cloud vendor rights to utilize data outside of the subscribers business requirements.

Subscribers should also limit the cloud-providers use of third-party platforms whenever possible. While the subscriber and service provider may have well crafted non-disclosure, confidentiality, and data security provisions in their agreement, very often cloud agreements do not restrain the service providers right to use third-parties for data storage, back-up, and other technical services. In fact, in the cloud environment, the use of third-party services is ubiquitous. Google, for example, describes itself as a “data processor” and uses “agents” to perform other functions.

Whenever third parties are involved, the subscriber and data provider need to address the applicability of the service agreement to those third parties as well as any prospective liability and service failure issues that may arise. By carefully negotiating and drafting this portion of the agreement, subscribers can significantly mitigate risks associated with the potential unauthorized use of their data.

A cloud-service provider may also create and incorporate additional code in attempts to provide customized solutions for its subscribers. It is prudent for subscribers to specify clearly the ownership interests in and to any intellectual property created in the course of the agreement. Following the cloud-service agreement negotiations, both parties should be aware of whether or not any resulting intellectual property is maintained and owned by the cloud-service provider or the subscriber as work for hire.

In the third and final installment of the cloud-computing blog series, we will discuss cloud-based data retention and termination issue. We will also address how business customers should protect themselves from possible issues that can arise when a prospective cloud-service provider transfers ownership of a customers data through a merger or sale of the cloud-service providers business.

Look for Part III in our series coming soon.

How to Ensure That Your Company’s Data Doesn’t Get Lost in the Clouds

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Within the past few years cloud computing has become popular with respect to everyday personal and business productivity. Between email, file sharing, word processing, web chatting and social media, the cloud concept has become integral in creating collaborative and efficient means of accessing and sharing data across multiple platforms. The popularity of cloud computing has transcended these everyday uses and has become a functional and cost effective storage option for businesses lacking the resources to store massive amounts of data.

Cloud computing generally involves some form of subscription-based service where a third party satisfies the computing and storage needs of its subscriber through a virtually unlimited hardware and communication source that can be accessed remotely thorough an internet connection. Typically the most attractive feature of cloud computing for consumers is that it allows subscribers to access their data remotely from multiple electronic platforms. Content is made available via the clouds web based utility so limited storage and hardware capacity becomes irrelevant to the respective device’s functionality. The increase in popularity of netbooks, tablets, and mobile computing can attest to this fact.

As such, the cloud concept is becoming more popular within the business community. Cloud computing allows employees to access sensitive tech information, customer information, insurance records, accounting and business data, etc. from anywhere at anytime. From a productivity and accessibility standpoint cloud computing is invaluable to the traveling business person. In addition to the flexibility of use, businesses find Cloud computing particularly appealing because it can minimize expenses and increase efficiency by lessening or even eliminating on-site disk storage and maintenance requirements.

Under the standard pay-per-use model offered by most Cloud vendors, businesses are able to quickly scale computing power up or down without fear of significant capital losses. From an economic standpoint, this overall increase in productivity and decrease in IT costs can be extremely valuable for companies competing in their respective markets.

Unfortunately there is a potential downside for businesses seeking to utilize a cloud vendor’s services. With sensitive business data now in the control of a third party, several potential business and legal risks come into play. Over the course of this three-part blog series we will address some of the major emerging business and legal issues that can arise with respect to cloud computing and provide recommendations on how to mitigate risks for companies who intend on entering into a cloud service agreement.

Part I of this three part cloud-computing blog series will address some of the potential security and privacy issues of which businesses should be aware when entering into a cloud agreement. This will be followed by Part II which will overview the jurisdictional and cloud-service provider rights in subscriber data. The third and final installment of the blog series “ Part III “ will look to the conclusion of the cloud-computing agreement, most specifically what should be done at the outset of the agreement to ensure that the ultimate termination of the agreement is as smooth and problem-free as possible. It is our hope that upon reading this series, businesses will have a basic but strong idea of how to negotiate and properly draft a cloud-service agreement to protect themselves and their customers from the legal and business risks associated with entering into a cloud contract.

Part I:

Security & Privacy Issues and Solutions

Privacy protection and security of cloud data is one of the biggest concerns with utilizing cloud features. Maintaining significant safeguards on sensitive data is one of the foremost priorities of any popular cloud vender. However, it is difficult to completely guarantee the safety of a customer’s data. Information stored by the vendor may have weaker privacy protections than what the creator of the information provides.

For example, in a 2009 Federal Trade Commission complaint by the Electronic Privacy Information Center (“EPIC”) regarding Google, Inc.’s (“Google”) cloud-based services, EPIC claimed that Google failed to adequately safeguard its users confidential information. While claiming to users that their data would be secure and private, Google’s terms of service policy explicitly disavowed any warranty or any liability for harm that could result from its negligence to protect the privacy and security of user data.

In a 2011 settlement to this FTC investigation, Google was forced to establish a comprehensive privacy program to address these allegations and strengthen its protection for its users. With respect to many of the consumer cloud-based services, the reality is that service arrangement’s terms of use policies are often limited to standardized shrink wrap agreements where the consumer is afforded little to no negotiation power.

Fortunately for businesses, an increasing amount of cloud-based service providers are providing customized data management services that require negotiation with respect to the terms of their cloud agreements. Businesses that are potential cloud computing subscribers (“Subscribers”) are encouraged to carefully negotiate their prospective cloud service transaction so as to ensure high-level privacy and security. In the following paragraphs we will discuss some considerations when negotiating the transaction.

1. Structure the Cloud Computing Agreement to Mitigate Risks

a. Limitation of Liability and Professional Liability Insurance

Subscribers should attempt to structure the agreement to make the cloud service provider primarily responsible for data security risks. To whatever extent responsibility is not transferred to the vendor, the Subscriber should then transfer personal risk to a professional liability carrier. Subscribers are advised to structure limitations of liability sections carefully, and indemnity and insurance provisions properly. By doing so both vendor and customer can effectively balance possible data and security risk.

b. Require Vendor to Provide Documentation of its Security Policy

Subscribers should also, as part of its cloud agreement, require the vendor to provide significant documentation of its security procedures in a Statement on Auditing Standards No. 70 Audit (“SAS70 Audit”) or updated Statement on Standards for Attestation Engagements (“SSAE16 Audit”) (collectively “Security Audits”). The American Institute of Certified Public Accounts developed the SSAE16 Audit and its predecessor the SAS70 Audit to ensure that service providers demonstrate that they have adequate control and safeguards in place when they host or process data belonging to their customers. These audits provide an authoritative and uniform format for vendors to report this information, and should be negotiated into a prospective cloud agreement between the Subscriber and Cloud service provider.

c. Incident Response System in the Event of Breach

In the event that a cloud provider suffers a security breach, an effective response plan should be in place. The terms of the agreement should require the cloud-service provider to promptly notify all parties that may be affected by the breach. Terms should be written into the agreement that further require the cloud-service provider to coordinate and assist customers with the investigation mitigation and containment of the breach. It may be beneficial for Subscribers to also reserve the right to conduct their own forensic assessment and investigation of the breach. Issues regarding terminating and limiting data access will be discussed in further detail in the upcoming entry, but with respect to data security, data preservation, and substantive defense issues it is crucial that both Subscriber and cloud-service provider are both in agreement as to what responsive action will be taken in response to a security breach.

In the next installment of the cloud-computing blog series, we will discuss some of the Jurisdictional issues that may occur with respect to the trans-border flow of data in a cloud environment. We will also discuss what rights the Cloud-Service provider has in the customer data it manages.

Does your company need assistance in ensuring the security and integrity of its cloud-based business and information? Fuerst Ittleman David & Joseph has experience in designing cloud-based business solutions, including negotiating, drafting and executing a wide variety of transactional agreements to ensure that while your business may be in the clouds, your feet are firmly rooted on solid legal ground. Contact us today for a free consultation.

Look for the second installment in our blog series on Cloud-Based Business coming soon.

“Oh yeah?!” PCAOB Bars Foreign Auditors which do not Allow Board Inspections

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The Public Company Accounting Oversight Board (PCAOB) has announced rule changes that could bar audit firms based outside the United States from auditing U.S. companies.

Under the new rules promulgated on October 7, 2010, foreign audit firms applying to the PCAOB for registration will be required to state their understanding of whether a PCAOB inspection of the firm would currently be allowed by local law or local authorities. If the applicant indicates that PCAOB inspections would not be allowed, the a Notice of Hearing will be issued by the PCAOB to determine whether approval of the application would run counter to the Sarbanes-Oxley Act of 2002.

Under the Sarbanes-Oxley Act of 2002, audit firms are required to register with the PCAOB and submit to regular inspections by the Board if the firm audits financial statements filed by issuers with the Securities and Exchange Commission. In recent years, however, the PCAOB has been frustrated by foreign audit firms blocking Board inspections because of asserted legal restrictions or objections of local authorities.

PCAOB Acting Chairman Daniel Goelzer stated:

Since 2004, the Board has approved registration applications of non-U.S. firms with the expectation that any potential obstacles to inspections would be resolved through cooperative efforts with foreign regulators. Although we are still pursuing those efforts, the continuing obstacles to inspections in some jurisdictions have forced us to re-evaluate that approach to registration.

Earlier this year, the PCAOB published a list of PCAOB-registered auditors which the Board currently cannot inspect because of asserted non-U.S. legal obstacles. The list includes numerous subsidiaries and affiliates of firms such as Deloitte Touche, Ernst & Young, PricewaterhouseCoopers, KPMG and Grant Thornton. (http://pcaobus.org/International/Inspections/Documents/issuer_audit_clients_of_certain_non-US_firms_by_jurisdiction.pdf) The listed firms audit over 400 non-U.S. companies whose securities trade in U.S. markets.

Regulators in countries throughout Europe and Asia deny the PCAOB access to inspect non-US applicants, arguing that these firms should be inspected by local authorities. They further believe that any information shared by these firms with the PCAOB should be transmitted under the auspices of an equivalence arrangement rather than the non U.S. firm directly being inspected by the Board.

However, in its statement on the new rules and citing the Sarbanes-Oxley Act, the Board countered:

These inspections are fundamental to the Board’s ability to carry out its oversight responsibilities “in order to protect the interests of investors and further the public interest in the preparation of informative, accurate, and independent audit reports.” Obstacles to those inspections frustrate the oversight system put in place by the Act and, in turn, threaten the public interest by impeding the Board’s ability to detect conduct that violates U.S. law and professional standards.

These new rules will have a substantial effect on how U.S .companies and their foreign subsidiaries are audited. U.S. companies will be deterred from engaging unregistered auditors in jurisdictions where PCAOB inspections would be denied. For their part, unregistered global audit firms will have a much harder time pursing cross-border business with U.S. companies. While PCAOB staffers deny that the rules are an attempt to strong-arm foreign audit firms into inspections, they are optimistic that the pace of negotiations on PCAOBs foreign inspections will greatly increase as a result of the tactic.

Separate but Equal – AICPA Panel Recommends a Separate Board to Establish Private Company Accounting Standards

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In its October 8, 2010 meeting, the AICPAs Blue Ribbon Panel on Private Company Standard Setting reported that it plans to recommend that the Financial Accounting Foundation (FAF) adopt a new standard-setting model that follows Generally Accepted Accounting Practices (GAAP) with exceptions for private companies. The Panel also recommended that these accounting standards should be set by a separate board under the watchful eye of the FAF and not FASB, the FAFs parent organization.

The impetus for the separate board arose from a desire to install a system of checks and balances to ensure that issues unique to private companies are being addressed while maintaining a reference to FASBs standards. The underlying battle over differentiated accounting standards, i.e., whether there should be alternative, simplified accounting standards that meet the needs of users of private company financial statements, has been brewing for years.

The Blue Ribbon Panel was established through the cooperation of the AICPA, the FAF and the National Association of State Boards of Accountancy (NASBA). It is comprised of 18 members representing the spectrum of financial reporting companies: auditors, regulators, investors and company owners. Most Panel members seemed to embrace the private board plan. AICPA President Barry Melancon stated:

Im pleased the majority of the panel members supported the bold step of a new, separate private accounting standards board under the FAFs oversight. An important benefit of having a new board is to help ensure the needs of the private company sector are appropriately addressed in the standard-setting process.

Yet a minority of Panel members opposes this idea. NASBA Chairman Billy Atkinson stated that a single board is necessary to ensure that all strata of businesses are represented “at the same table” when standards are being discussed and established. Atkinson commented, “The FAF and its processes for the oversight of standard setting are sound. The real challenges ahead are the important public policy issues associated with the debate.” Other Panel members feared that a separate set of standalone GAAP standards for private companies would take too long to put in place.

It is widely recognized that many private companies in the United States do not following GAAP in their financial reporting. Yet while the shortcomings of this lack of adherence to GAAP may be obvious, a recent WebCPA poll (http://www.webcpa.com/polls/?poll_id=22&page=1) found that a majority of readers did not favor a separate set of accounting standards for private companies.

Despite these differing opinions, virtually the entire Panel agreed that FASB needs more private company representation and that a recent expansion of the board from five to seven members did not go far enough to ensure that private companies are adequately represented.

The next step is for the Panels staff to develop a list of specific recommendations in anticipation of the Panels next meeting on December 10, 2010. It is believed that the Panels final recommendations will be made in a report to the FAF in January 2011. The recommendations will be made public at that time, after which the FAF is expected to solicit comments fro constituents and the public.

Phone Companies Urge US Government To Loosen Telecommunications Regulations For Cuba

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Several of the largest telecommunications companies in the United States including AT&T, Verizon, and Nokia are urging the US government to ease regulations which currently prevent them from operating in Cuba. The regulations stem from the 47 year old trade embargo the US has enforced against Cuba due to the oppressive Castro regime. AT&T and Verizon are seeking a loosening of regulations to make it easier for telecommunications companies to directly connect calls to and from Cuba, while Nokia, the worlds largest mobile-phone manufacturer, is urging Washington to ease the embargo so it can export mobile-phone accessories from its US locations.

Under current rules, the Federal Communications Commission (“FCC”) has established a rate cap on the fee telecoms can pay the Cuban government for direct calls to Cuba which hampers the telecommunications industrys ability to do business in Cuba. Currently, US providers are only allowed to pay the Cuban government a fee no higher than 19 cents per call, however, Cuba demands 84 cents a call.

In June, Verizon wrote the FCC asking it to grant requests by others in the telecom industry for the FCC to waive its maximum rate cap rules. A copy of Verizons comments can be read at: Verizons reply to the FCC.

US telecoms are also interested in establishing roaming services on the island for US customers who visit the island as a first step to expanding cell phone services. Analysts believe that the mobile phone market in Cuba has the potential to be profitable given the islands population, 11.4 million, and the relative few between, 10 and 20 percent, who currently use mobile phone services.

The telecoms requests for greater access to Cuba come several months after the idea was first presented by the Obama administration. On April 13, 2009, President Obama issued a memorandum to the Secretaries of State, Treasury, and Commerce entitled “Promoting Democracy and Human Rights in Cuba” in which the President said that increased contacts between Cuba and the outside world would reduce Cubans dependency on the Castro regime. President Obama directed his Secretaries to take such actions as necessary to authorize US telecommunications providers to enter into agreements to establish fiber-optic cable and satellite telecommunications facilities linking the US and Cuba and to license US telecom service providers to enter into and operate roaming services agreements with Cubas telecommunications service providers. The Presidents full memorandum can be read at: White House Memo on Promoting Democracy and Human Rights in Cuba.

However, while an easing of telecommunications regulations may be in the near future, US companies looking to do business in Cuba still risk violating sanctions still in place, such as the Cuban Democracy Act of 1992 that prohibits investment in Cubas telecommunications network.

For guidance on how your import/export business, or related business, can take advantage of the surging trade economy while maintaining strong regulatory compliance, contact Fuerst Ittleman at 305-350-5690 or contact@fidjlaw.com.