News & Insights
FinCEN Issues Interim Final Rule for BOI Reporting Requirements
On March 21, 2025 FinCEN issued an interim final rule that removes the BOI reporting requirements for many U.S. companies and U.S. persons. Under the new rule, “reporting company” now means only those entities that are formed under the law of a foreign country and that have registered to do...
Game (Back) On (Again)
FinCEN has confirmed that the BOI reporting requirements are again enforceable and have set a deadline of March 21, 2025 for compliance by most reporting companies. If a reporting company was provided a deadline later than March 21 (for instance, because it qualifies for certain disaster relief extensions), the later...
Game (Back) On; 5th Circuit Restores BOI Reporting Requirements
In a recent (and honestly frustrating) turn of events, the Fifth Circuit Court of Appeals granted the Department of Justice’s emergency motion to stay the nationwide preliminary injunction issued by the Texas federal lower court regarding the Beneficial Ownership Information reporting requirements under the Corporate Transparency Act (CTA). However, perhaps...
BOI Reporting Requirements
In 2021 the Corporate Transparency Act (“CTA”) was enacted by Congress as part of the National Defense Authorization Act. Under the CTA, certain businesses must report to the Financial Crimes Enforcement Network (“FinCEN”), a division of the U.S. Department of the Treasury, the identity of the individual(s) who actually owns...
Ew, Gross (Negligence)
During a recent contract negotiation, opposing counsel to the service provider objected to excluding gross negligence and willful misconduct from the disclaimer of consequential damages and the damages cap. His reasoning was that “no one really knows what these terms mean” and they’re “too fudgy.” While I believe this was...
Trademark Infringement on Sitcoms
When using trademarks and logos (whether yours or someone else’s), make sure that you are properly protected from trademark infringement claims. ***Spoiler Alert!*** In season 7 of the TV show, The Middle, Mike Heck (played by Neil Flynn) and his brother Rusty Heck (played by the late, great Norm Macdonald) begin...
Important Considerations for Laying Off or Furloughing Workers in COVID-19 Crisis
During this unprecedented crisis, many small businesses in North Carolina will have no choice but to reluctantly furlough or lay off employees. If you are a small business owner, you should consider important legal issues before reducing the pay or hours of your employees. Proper consideration of these legal issues...
COVID-19 Crisis and North Carolina Small Businesses: Top 10 Steps to Take Advantage of Emergency Financial Aid
Business owners in North Carolina are facing gut-wrenching decisions in the COVID-19 crisis: Can I afford to keep any of my workers on payroll? Can I make my rent payment this month? Many small businesses in North Carolina need emergency financial relief now to stay afloat during the COVID-19 pandemic. ...
The Families First Coronavirus Relief Act provides tax relief to small businesses in exchange for COVID-19 paid leave.
March 26, 2020 (Updated: April 8, 2020) These are trying times for small businesses. The COVID-19 pandemic has drastically altered the business climate in North Carolina and across the globe. In North Carolina, Governor Roy Cooper has ramped up the state’s response to COVID-19 with a series of executive orders...
Privacy lessons in the latest Words With Friends data breach
As a privacy attorney, I have a few tips and tricks to limit my risk from data breaches. I have maybe a half dozen account passwords depending on the account. Is it something unimportant? That is one password. They escalate, depending on the type of account and when I created...
Planning for failure and developing a business backup plan
Matthew Chambers is an intellectual property & information privacy attorney at Spengler & Agans in Charlotte, North Carolina. After graduating from Indiana University law school, he founded a digital media startup that distributed films to streaming services. He transitioned to consulting startups and businesses with a focus on data privacy....
Justin Agans embraces the rich legal history of his Plaza Midwood home
I was grateful to be chosen for the Diane’s Deli feature story in the November/December 2019 issue of the Mecklenburg Bar News publication. Julie K. Adams, an HR lawyer with FordHarrison who serves on the Communications Committee for the Mecklenburg County Bar, was kind enough to interview me after seeing...
Spengler & Agans sponsors Friends of Queens Park, calling for a 220-acre public park near Uptown
Spengler & Agans has been dedicated to helping local startups and businesses grow since our founding, but the firm is also helping Charlotte grow. Our office sponsors Friends of Queens Park, a local non-profit organization founded by litigation partner Eric Spengler. The goal of the organization is to bring a...
The Data Breach Era: Why Businesses Must Take Cybersecurity Seriously
Americans used to think of cybersecurity as something impacting major banks or governmental agencies. After all, hackers were typically launching missiles or stealing billions in James Bond Movies. The typical citizen never worried about someone accessing their personal information outside of their Social Security or credit card numbers. So much...
The maddening world of overtime exemptions under the fair labor standards act (FLSA)
Every now and then, I run into something as a lawyer that makes me laugh. Not laugh in the sense of a deep belly chuckle, but more in the sense of shaking my head with disbelief. Here’s what had me laughing the other day. When does overtime pay apply? Imagine...
Matthew Chambers earns Certified Information Privacy Professional in Europe (CIPP/E) certification for GDPR compliance
Spengler & Agans is pleased to announce that Matthew Chambers, the firm’s intellectual property and information privacy attorney, has earned the ANSI-accredited Certified Information Privacy Professional in European data protection law (CIPP/E) from the International Association of Privacy Professionals (IAPP). “We congratulate Matthew on his dedication and achievements in the...
New Startup checklist: What to do after formation
So you just sent in the paperwork to make your new business official. Now what? Below are some of the common topics covered in an initial conversation with startup founders, although the list is certainly not exhaustive. Founder Legal Documentation Make sure that you appropriately document the issuance of equity...
Using GDPR compliance as a competitive advantage
The General Data Protective Regulation (GDPR), implemented in 2018, has been a game changer for global businesses. Corporate clients will inevitably know one thing about personal data regulation: the fines are huge. Businesses could be liable for the greater of either €20 million or up to 4% of the annual...
Do you need a co-founder?
I’ve been helping founders develop startups in Charlotte for the better part of a decade. A question I’m regularly asked by potential entrepreneurs who have an idea: “Do I need a co-founder?” In classic lawyer fashion, my answer is that it depends. It depends on a wide variety of factors,...
Everything you need to know about a lawsuit in Charlotte, North Carolina
As part of my litigation practice, I represent both plaintiffs and defendants in civil cases. Most of my clients have never been a party to a civil lawsuit. Their lack of experience with the litigation process means they often do not know what to expect—not only in terms of time...
Comedians like Louis CK are using gag orders to protect jokes; can startups do the same to protect business ideas?
Stand-up comedians and startups are fighting the same problem: how to protect the ideas that are not covered by intellectual property? Per The New York Times, comedians can spend years developing, improving, and completing jokes and sets that their careers will rely on. Comedians take a financial hit if their...
Should my Startup Accept an Offer to Join an Accelerator?
A common story: your early-stage startup has some early momentum and you applied to some accelerators hoping they would add a little fuel to your fire. Things get real when you get accepted to one or more of these accelerators and have to make the decision whether to accept the...
Amazon accused of violating children’s privacy: Businesses and the Children’s Online Privacy Protection Act
Amazon’s Echo Dot Kids is illegally violating children’s privacy, per a complaint filed with the Federal Trade Commission. The Campaign for a Commercial Free Childhood & Center for Digital Democracy, along with a number of other groups, allege Amazon’s children’s smart speaker collects information in violation of the Children’s Online...
Overtime pay expanded to 1 million salaried workers
Recent changes to overtime pay announced by the U.S. Department of Labor (DOL) could affect your right to overtime pay, or your business’s obligation to pay your employees for overtime. New overtime rules for salaried, white-collar employees Before explaining the new proposed rule, I should note as a starting point...
Pay to Play: Legally Playing Music, Radio, and TV at your Business
I often get some variation of the following question from clients: Do I really have to pay extra fees to play music in my restaurant/bar/coffee shop? The short answer is that you almost certainly do have to pay licensing fees to play music in your business if it serves the...
How the CCPA, CalOPPA, and GDPR impact North Carolina businesses: California and EU information privacy laws
Whether you call it information privacy, data security, or more generally understand the topic from a privacy policy posted on a website, businesses have amassed a considerable amount of private data on their consumers, customers, website visitors, and employees. In the wrong hands, that information could lead to identify theft,...
“Gray area” IP: Trademarks for marijuana, hemp, CBD, and cannabis
States have rolled back laws restricting marijuana use, with many jurisdictions now allowing recreational cannabis usage. North Carolina is not among those states and has more recently pushed back on popular CBD foods and stores. According to the Charlotte Observer, Charlotte businesses sell CBD, less commonly known as cannabidiol, in...
Commercial Leases: Key Terms and Important Points to Remember
Commercial leases are often long, complex documents that are likely to make your head spin or eyes gloss over. While reading your commercial lease is unlikely to be your favorite source of entertainment, it is important to understand how to read it, basic definitions, and how the terms interact. Below...
Fraud and the Fyre Festival Part 2: A legal analysis of the world’s worst music festival
This blog post is the second part of a two-part series looking at the Fyre Festival. The first post can be found here. The infamous Fyre Festival dominated the news when the plans for a lavish music festival on a desert island in the Bahamas ended in disaster. The fallout...
Fighting YouTube copyright claims from trolls and scammers
Google has some of the world’s most advanced technology, ranging from advanced search algorithms, satellite imaging, to artificial intelligence. Which is why it’s surprising to see their video service, YouTube, so susceptible to copyright trolls and scammers. Even if you have written authorization to use background music, video clips, or...
Fraud and the Fyre Festival Part 1: A legal analysis of the world’s worst music festival
“Never attribute to malice that which can be adequately explained by stupidity.” So instructs Hanlon’s razor, a philosophical guide for eliminating unlikely explanations for human behavior. This aphorism was top of mind when I sat down last weekend to watch Netflix’s popular new documentary, Fyre Festival: The Greatest Party that...
Cybersecurity and Privacy Primer for Businesses and Startups
Cybersecurity may sound like an IT issue but businesses are finding out this is a major issue for top management. Large corporations, small businesses, and even startups maintain a range of sensitive data, ranging from personally identifiable information to confidential financial and client information. Computers produce a lot of information...
Protecting intellectual property in software and apps
Only a few years ago it was groundbreaking for a phone to have a full web browser. Now phone apps can call cars, order food, stream movies, play games, and connect unlimited music to smart speakers. Even non-tech companies have apps that service clients and potential customers. Software and apps...
New Year’s Resolution: Checklist for Starting your Own Business
New Year’s resolutions take all sorts of different forms. Some people focus on diet and exercise, others on meditation or improving relationships. More entrepreneurially minded people may resolve to finally start their own business. If you are one of those people who will be launching their first business in the...
Lessons learned from The Office about protecting your company from former employees
There are few guarantees when running your own business. However, as soon as you hire your first employee, you are guaranteed to eventually lose them. You hope that former employee leaves on good terms but that’s not always realistic. Even if you ensured the employee was happy and well paid,...
Top 5 Problems with DIY Startup Formations
I have a lot of startups and small businesses that walk into my office two or three years after they formed a company without the help of a lawyer. The reason for the delay for first working with a business lawyer is some variation of “they didn’t think it could...
Copyright infringement demand letter: what to do when threatened for using a copyrighted image or video
The Internet allows startups and small businesses to have a 24/7 storefront. The site can be found by new customers easily accessible and located through social media and search engines. Instead of spending 9-5 at a brick and mortar location, founders can work flexible hours, rent a virtual office, setup...
Spengler & Agans moves to new office at 352 N. Caswell Rd.
The holiday season is a natural time to pause for a moment of reflection. My psychologist brother has been trying to convince me to embrace mindfulness, but I’ve never been one who finds meditation to come easily. On this particular night, late at the office, I can’t help but to...
Startup strategies: Why every small business must protect their trade secrets
Startups and small businesses must constantly push to outdo their competition, or they can quickly become former competition. Trade secrets can be the key to prevent business extinction. What happens if the competition steals your ideas, plans, and products? Trademarks, copyrights, and patents can protect big parts of a small...
5 mistakes small business make on their terms of service and privacy policy
Starting a business takes an extreme amount of work. There’s countless hours spent on developing your product, graphics, websites, business cards, apps, partnerships, and operating agreements, and this is usually before the company earns its first dollar. Somewhere in that tornado of activity is the website’s terms of service and...
Do employees have to be paid for break time?
The on-demand economy of the 21st century creates numerous challenges for employment lawyers and their small business clients. The U.S. labor laws that govern minimum wage and overtime date to the New Deal—the Fair Labor Standards Act (FLSA) was passed in 1938! Needless to say, the economy of 2018 looks...
Trademarks protect market opportunities and increase valuations for startups, study shows
Every business starts with an idea. Even the best idea can be quickly exposed and copied by bigger companies in the market. For fans of Shark Tank, this problem usually comes up right before venture capitalist Kevin O’Leary asks the business founder why a competitor won’t “crush you like the...
Spengler & Agans attorneys named Business North Carolina’s Legal Elite and Thomson Reuters’ Super Lawyer
Through years of dedicated service to Charlotte clients, both partners at Spengler & Agans were awarded prestigious legal distinctions in 2018. Our partners wish to thank Thomas Reuters, Business North Carolina, and the Charlotte legal community for recognizing our dedication to our clients. North Carolina Super Lawyer Our firm is...
Amazon is sending foreign and domestic merchants to file United States trademarks
Amazon has built one of the world’s richest companies that now does everything from produce movies to design smart assistants like Siri. The company started off as an online marketplace, and is the go-to for purchasing everything you can imagine. Amazon sells products themselves, but allows anyone to sell products...
5 reasons why trademarks are important to businesses and startups
Business and startup founders spend countless hours and frequently thousands of dollars coming up with the perfect business name and logo. These are integral to a new business, and is the first thing a customer see. These marks build goodwill in the market, and represent the quality of their goods...
One small mistake with prepaid services can cost businesses millions
In the new “on demand” economy, subscription-based revenue models, or subscription plans, have grown in popularity. Think of Netflix, Dollar Shave Club, Blue Apron, and what feels like hundreds of monthly “boxes” delivering everything from clothing, to vinyl records, to wine. But not all subscription plans are created equally under...
Small businesses can learn from Facebook’s privacy practice failures
Every person on the Internet is being tracked, monitored, and registered by different digital technologies and companies. Most people are now used to this for marketing and advertising purposes. You can check out a pair of shoes on one website, then immediately start seeing ads for that same pair of...
Beer names are running out, sending breweries to court
There is one unintended consequence of the craft beer revolution: breweries are running out of names for beer. The number of breweries has nearly tripled in the last few years to over 6,000 across the United States. Charlotte, North Carolina opened their first local brewery back in 2009, and now...
5 Urban Legends of Intellectual Property for Startups and Small Business Owners
Strange rules and urban myths pop up all the time regarding the law, and are frequently difficult to prove or disprove. There are rarely bright-line rules, and you will probably find some variations between different states and jurisdictions. A ruling in California may be completely ignored in North Carolina. The...
Can Charlotte restaurants and breweries be sued for playing background music from Spotify and Pandora?
The Charlotte Observer reported that popular bar, restaurant, and Carolina Panthers tailgating spot Draught received some unwelcomed news this week: they were being sued for playing five songs as background music on Spotify and Pandora. How much could five songs potentially cost the Charlotte business? $150,000, plus attorneys fees, even...
What to do when you find your song or film pirated on YouTube
The Internet opens up things never previously imagined, and that includes widespread online copyright infringement. Someone can take a video, clip, movie, television show, or even an original song and monetize it on YouTube in just a few simple clicks. What can you do if you find something you made...
Form Your Company Online with Spengler & Agans
We’re pleased to announce that as of July 28, 2016, we’re offering a more efficient way to form your company online with Spengler & Agans! Spengler & Agans is bringing innovation to the legal services industry. We offer entrepreneurs a reasonably priced, web-based process for starting a company that also includes the opportunity...
What You Should Know About This Recent Supreme Court of NC Decision
The Supreme Court of North Carolina handed down a decision that has important implications for employment litigation. The case (Morris v. Scenera Research, LLC, No. 429PA13) was a double threat in that it answered two novel legal questions under both North Carolina’s Wage and Hour Act (NCWHA) and the Retaliatory...
I Want to Quit My Job. Should I Be Worried About My Contract?
Breaking Your Employment Contract So you signed an employment contract with a lot of stuff in it and don’t know what to do. There are at least four different provisions in your employment contract that you’ll want to consider when deciding whether to quit your job: Non-compete provisions Non-solicitation provisions...
Should You Form a North Carolina LLC or a Delaware Corporation?
Many North Carolina entrepreneurs ask whether they should do their startup as a Delaware corporation or as a North Carolina LLC. Here’s a breakdown of pros and cons. Delaware corporation Generally: Forming as a Delaware corporation is usually the right answer if you are certain that your startup will need to...
Top 8 Reasons Why Startups Need to Hire a Lawyer
Opening a startup is the dream of countless entrepreneurs, but things are a little more complicated than having an idea. Things can go awry quickly, and we see a lot of the same issues with lots of new companies. Here are 8 of issues our attorneys see over and over...
I Heard President Obama Is Changing the Overtime Rules. What’s That About?
OK, maybe you didn’t ask this question, but maybe you should have—at least if you own a company that employs salaried workers, or if you yourself are a salaried employee. Let me tell you why. The U.S. Department of Labor recently announced rules that will expand the number of salaried...
How Long Does it Take to Form a New Business in North Carolina?
It’s important that you form your company before you start operating your business. Many entrepreneurs ask me how long it will take to form an LLC in North Carolina. The answer to this question is more complicated than it may appear. Starting a new business can be broken down into...
Lessons From the Uber Case: “Employees” vs. “Independent Contractors”
The massively popular ride-sharing company Uber agreed to pay up to $100 million to settle a class action case brought by its drivers in California and Massachusetts. The issue in the case was whether Uber misclassified its drivers as independent contractors (Form 1099) when they should have been paid as...
Q&A with Greg Brown of Charlotte Angel Fund about Charlotte Investors and Startups
Parts of this article were first published on Charlotte Agenda by Justin Agans. How Startups Raise Money As a business lawyer who works with startups every day, I regularly speak with entrepreneurs about raising capital. One of the recurring themes of those conversations is the question of how startups raise money. Charlotte...
Starting a Business? Why You and Your Partner Need a Buy-Sell Agreement
Buy-sell agreements are important to have for any LLC that has more than one owner or member. While most companies that form new businesses will draft an operating agreement, that document only covers issues like the following: Who makes what type of decisions What is the degree of consensus needed...
5 Things Businesses Should Be Worried About When Signing a Commercial Lease
Signing a lease for your business can be a really exciting time. But, before you put start to move boxes and show off the new digs, make sure you thoroughly review what you’re signing. Here are 5 things in a commercial lease you should pay attention to. 1. A “Personal...
Here’s What You Missed at April’s Pitch Breakfast
Not only are we proud sponsors of Pitch Breakfast, but we also have a series on Charlotte Agenda. Below are the highlights from this month’s pitchers (Read the full post here, on Charlotte Agenda) Interloop Interloop is a digital sales coach for companies with complex sales models. services to companies...
Employers: What You Need to Know the NC Wage and Hour Act
The North Carolina Wage and Hour Act (NCWHA) establishes regulations on employment in the state, including minimum wage, employee age requirements and numerous other provisions. It is important that both employers and employees know their rights and responsibilities under the NCWHA. Here are some fast facts you need to be...
January Pitch Breakfast
The first Pitch Breakfast of 2016 kicked of last Wednesday, January 29th. Just like every other second Wednesday of the month, you can find us at Pitch Breakfast tentatively listening, writing down notes, and taking a fervent amount of iPhone photos for our Charlotte Agenda Series. After the coffee was...
December’s PitchBreakfast – Now in the Charlotte Agenda
Charlotte Agenda has picked up our monthly post on PitchBreakfast for December! This month’s event featured 4 companies: Vestigo: “Go. Nature Awaits.” ShomoLive: “Bringing artists, venues and fans. Together.” Girls Pursuing Science: Guiding the “everything Girls” STEM revolution. Looqsie: “Search Together” Read the full writeup here.
November’s Pitch Breakfast – Heavy on Tech
This month’s event featured companies using digital tools to disrupt platforms for charitable giving, accounting services, and retail shopping. Full Disclosure: Spengler & Agans is a proud sponsor of PitchBreakfast, providing the funding for the video recordings of the pitchsters. If one thing stuck in my mind after PitchBreakfast, it...
September PitchBreakfast features Charlotte’s food entrepreneurs
Pitchsters from Queen City Forward’s roster of homegrown talent present their ideas for solving food problems, from a local to a global scale. As a self-avowed coffee and beer snob (and local food enthusiast), it makes me happy to see how Charlotte is quickly developing a “foodie” culture. I love...
Borrowing Startup Capital from Friends and Family
Entrepreneurs, in Charlotte and everywhere else, may feel they have no choice but to borrow money from friends, family, or both. This article from the Charlotte observer does a nice job of highlighting some of the issues an entrepreneur should contemplate before considering family or friends as an option for...
Changes to Law Governing LLCs in NC
New 2013-2014 Session Laws included an amendment and restatement of the North Carolina Limited Liability Company Act. For the full language, see below: PDF