Leadership Denver: Calling Community Stewards.

My success, and the success at of most of my human-owned business clients, is dependent on the economic health of Colorado. That’s why my titles include “community steward” as well as lawyer. Well, the fact that I love living here and I want Colorado to continue to be great for my daughters has something to do with it, too.

I’m using email to reach out to some likeminded folks with a message about Leadership Denver. Knowing some of my readers are community investors, I’ll use this platform to spread the word even further. If your interested is piqued and you want to know more contact me or my friend Denise King, who is the program administrator.

Over an 11-month period, 55 of Colorado’s best representatives from the public, private and nonprofit sectors meet monthly to discuss the challenges and issues facing our state. Leadership Denver’s interactive curriculum provides an insider’s perspective on a range of subjects, including economic development, education, healthcare, crime and justice, politics, cultural heritage and poverty.

The program builds and sustains the civic infrastructure of Metro Denver by linking together future, present and past leaders. Through Leadership Denver, participants come together in August as strangers, and graduate in June as friends, colleagues, and partners in leading Colorado. Leadership Denver alumni include prominent Colorado figures such as Governor Bill Ritter, Governor Bill Owens, Mayor Wellington Webb, Elbra Wedgeworth, Joe Blake, Rob Cohen, Phil Washington, Christine Benero and hundreds of others representing all sectors and industries in our diverse economy. 

One last thing you should know about Leadership Denver. By tradition each new class trumpets itself as the Best Class Ever; however, the true Best Class Ever was crowned at a celebration of Leadership Denver’s 35th anniversary. The winner? The Class of 2004, my class.

Thanks to my friends at the DMCLF for this photo.

The Denver Metro Chamber Leadership Foundation is the premier organization for developing leaders in Colorado. For more than 36 years, the Leadership Foundation’s flagship program, Leadership Denver has been taking Colorado’s brightest and most civically-minded citizens and giving them the knowledge and connections needed to guide Colorado’s future.

Business Twitter Policy Violates Federal Law

First, it was Facebook, today it’s Twitter that has the National Labor Relations Board in a tizzy. The Board has announced its intention to bring a complaint against media giant Thomson Reuters for reprimanding a reporter for the following tweet:

Before you think this is a union problem and stop reading, read this: The law Reuters is alleged to have violated applies to both union and nonunion employers. Your business is potentially subject to the same NLRB complaint if your social media policy has a blanket prohibition against employees damaging the reputation of the company in their use of social media, which is the apparent essence of the Reuters policy.

A Facebook incident at a different company last fall lead to my post Facebook Firing: the Chill Beyond the Water Cooler. As that title suggests, employees have a federally protected right to engage in discussions, formerly and stereotypically around the water cooler, with co-workers. The audience for such “concerted, protective activity” increases to the entire world when Facebook and Twitter become the water coolers of our age.

The Facebook drama ended in an out-of-court settlement that did nothing to help business determine what social media policies can and cannot provide. Perhaps this Twitter case will work its way through the courts so that better guidance becomes available. Until then, be sure you have a social media policy and be sure you’ve reviewed it with a knowledgeable attorney.

Employer Liability for Mass Layoffs, a WARN Warning

Most of my clients know that Colorado is an “employment at-will” state, meaning an employee can be terminated at anytime, for any reason, without liability to the company, unless an employment agreement or other agreement covering the worker provides otherwise. Some of my clients know that there are numerous exceptions to that general rule (which is why it is always a good idea to check with your attorney before acting). However, few of my clients know that the WARN Act is one of those exceptions.

The Worker Adjustment and Retraining Notification (WARN) Act is a federal law (with counterparts in a number of the states) that requires, as a general rule, companies with 100 or more employees to give 60 days notice when 50 or more employees are let go. Before the Great Recession, I encountered the issue most often when helping clients buy or sell companies.

The WARN Act is on my mind today because of the irony in news reports that a failing law firm is being sued for not observing the WARN Act as it winds down its affairs. Who warns the warners?

Many human-owned businesses don’t cross that 100-employee threshold, but with employment-related lawsuits being one of the greatest legal concerns in any business, a warning to be wary of the numerous liability traps in terminations is always timely.

Required Report Deception Aimed at Colorado Businesses

A scam filled my mailbox today. Not my email inbox, mind you, but my good, old-fashioned U.S. Mail box. If you are a registered agent for an entity doing business in Colorado, chances are you got the same letter from “Corporate Controllers Unit.”


Part of the stack that showed up.

The letter isn’t a bad recitation of the law concerning the “periodic reports” (formerly “annual reports”) required of corporations, limited liability companies, partnerships, and other entities doing business in Colorado, and the adverse consequences that follow when the report isn’t made. The problem is that the letter, if not carefully read, might have you (well not you, you are a careful reader, right?) believe that you have to send $225 to this outfit in order to prevent the list of bad things from happening. You do not; in fact, you can do it yourself, online, for as little as $10.


Here's one addressed to my law firm.

An alert about this letter published by Colorado Secretary of State Scott Gessler can be found here.

The great irony of the this snail mail deception is that it comes just as the Colorado Secretary of State is discontinuing its system of providing post card reminders of the need to file periodic reports. In a recent post I reminded business owners to subscribe to the Secretary of State’s new email alert system. Not only will you get an email reminding you to go online and make your periodic report, the Secretary of State will also advise you to any changes being made to your online business records. Other scammers, the internet kind, have been taking advantage of businesses that way. Be smart, read carefully, and protect your business.

Fine Print Fraud? Contract Language Matters

Boilerplate is the term lawyers use to describe the collection of miscellaneous “standard” clauses that appears near the end of most any contract. Business folk, usually bleary-eyed and bored from the preceding pages, often don’t give boilerplate more than a glance. Lawyers sometimes don’t do much better, even though these provisions can be pivotal in the functioning of a contract.

An ugly battle between two law firms is putting the importance of boilerplate into sharp focus. At issue is a contract drafted by Edmund Halley of Kepler, Hubble & Newton, P.C. for the benefit of his client (Manufacturer). Arthur Clarke of Hawkings & Sagan, LLP then reviewed that contract for his client (Buyer), who ultimately signed it, engaging Halley’s client to manufacture a certain product for it.

Not long after it began receiving product, Buyer contacted Clarke what it should do because some of the initial shipments did not satisfy Buyer’s specifications for the product. Clarke checked the contract and informed Buyer that they needed to give Manufacturer written notice of the nonconforming product within ten days of delivery.

Buyer gave the written notice to Manufacturer six days after receiving the defective product. A few days later Buyer received a letter from Halley rejecting the notice for being outside of the prescribed ten day notice period. In shock, Buyer called Halley wanting to know how that was possible.

When Halley reread the contract, paying particular attention to the boilerplate, he noticed the following clause buried in a lengthy paragraph labeled “Miscellaneous”:

For purposes of this Contract, “day” means a day on the planet Jupiter.

“’Business days’ or ‘calendar days,’” Clarke exclaimed to me, “I’m used to that, but ‘Jupiter days?’ It turns out that a day on Jupiter is only 9.8 Earth hours long.” In other words the ten day period of the contract was only four Earth days long; Buyer’s notice was two Earth days late.

Clarke filed an ethical complaint against Halley and his firm alleging dishonesty and fraudulent conduct. Halley refused to discuss the matter with me, but he did provide a written comment. From Halley’s comment:

The contract language is clear and unequivocal. If Clarke failed to read it, that is his problem. If anyone has engaged in unethical conduct here, it is Clarke. The very first rule in the Colorado Rules of Professional Conduct is “A lawyer shall provide competent representation to a client. Competent representation requires legal knowledge, skill, thoroughness and preparation reasonably necessary for the representation.”

The two businesses reached an undisclosed, but apparently amiable, settlement as the manufacturing relationship continues. It is unknown how the dispute among the lawyers will play out. For more information, read this story.