OK at Work

Understanding Corporate Governance

Attorneys Sarah Sawyer and Russell Berger of Offit Kurman discuss corporate governance as the documents, procedures, and policies that help create a well-functioning organization. They explain that while forming an entity may be straightforward (e.g., articles of incorporation), the core governance “roadmap” is typically found in agreements which address how owners come together, operate, and fund the business. They emphasize the importance of clearly defining decision-making authority to enable faster, more decisive action. Sarah and Russell also note businesses must follow and document compliance with these contractual rules, especially for future sales or exits. 00:00 Corporate Governance Overview 00:48 Entity Formation Basics 01:04 Key Agreements Roadmap 01:59 Decision Making Framework 03:08 Delegating Authority Fast 03:48 Follow the Rules Document 04:15 Wrap Up and Goodbye

Defamation vs. Disparagement Explained

In this episode of OK at Work, Offit Kurman attorneys Sarah Sawyer and Russell Berger explain the difference between defamation and non-disparagement and why these terms often appear in business and employment agreements. They note that defamation is independently actionable without a contract and generally involves a false statement made to a third party that causes damage. Disparagement can be true or opinion-based but negative and is typically not actionable unless parties agree by contract not to disparage each other. They discuss how non-disparagement clauses, often paired with confidentiality provisions, are commonly used after disputes in employer-employee, partner, or business relationships to protect reputations and prevent harmful commentary. 00:00 Intro and Topic 01:04 Defamation Basics 01:52 Disparagement Explained 02:28 Why Contracts Include It 03:34 Finality and Confidentiality 04:32 Wrap Up and Sign Off

Correcting Course in Business Practices

Sarah Sawyer and Russell Berger at Offit Kurman discuss how business owners can respond when they realize they’ve made a legal mistake—often in employment policies—and need to correct course. They note mistakes may come to light through counsel, articles, real-world issues, or even a lawsuit. On this episode of OK at Work, they stress the importance of recognizing the problem, assessing the full scope, and creating a plan to stop ongoing exposure. Sarah and Russell explain that implementation and messaging matter, since sudden targeted changes can prompt broader employee complaints. They also caution against rushing implementation, since quick fixes can add risk, and highlight that some issues, like noncompliant PTO or sick leave policies, require unwinding existing obligations and may involve steps such as back pay or interim interpretation changes. 00:00 Fixing Legal Mistakes 01:13 How Problems Surface 01:54 Plan and Message Changes 02:56 Avoid Knee Jerk Fixes 04:16 Unwinding Complex Policies 04:45 Strategic Implementation Options 05:32 Scope It Out and Wrap Up

Balancing Family and Business

On this week’s OK at Work, Sarah Sawyer and Russell Berger discuss the risks and best practices of doing business with family members or significant others. They stress keeping the balance between family and business by treating the venture as a business that is subject to rules, risks, and laws, with clear governance and control. For co-owners, it is best to set ground rules, align on vision, and put an operating agreement in place. When dealing with family employees, business owners should be upfront about roles, pay, compliance, and expectations. 00:00 Family Business Risks 01:27 Governance Ground Rules 02:03 Operating Agreement Essentials 02:57 Hiring Family Legally 03:52 Role Clarity Operations 04:33 Sale Prep Paperwork 05:37 Wrap Up

Tips for Business Owners on Handling Contracts

Attorneys Sarah Sawyer and Russell Berger discuss practical contract review tips for business owners who juggle many agreements and worry about delays. They urge using your own standard contracts when possible to speed negotiations and improve control. They suggest working with counsel to identify which provisions are true business terms versus legal term.  Your attorney can assist with deciding which clauses are deal breakers, critical, or flexible so you know when to escalate questions. They emphasize understanding the contract’s goals and intent to avoid failed agreements and future disputes, and caution against signing provisions you don’t understand. 00:00 Contract Review Intro 00:42 Common Owner Concerns 01:12 Use Your Own Templates 01:46 Business vs Legal Terms 02:32 Intent and Mutual Understanding 03:51 Know Before You Sign 04:16 Red Flags and When to Ask 04:47 Wrap Up