I just cringe for these business owners, who have such individuals in their employ. Sure, they are busy, but make no mistake about it — they are working for themselves and there is zero loyalty — these employees will leave you in an instant if they think the grass is greener elsewhere.

Aside from being completely wrong on all accounts, these employees have little knowledge or respect for the difficulty and sheer effort it takes to open, run and successfully manage a profitable business. It’s the business owner that invests in marketing and signs the advertising contracts. It’s that same owner who doesn’t sleep at night, trying to figure out how to keep the lights on, the clients coming through the door and the paychecks issued. Client loyalty is key to the success — and long-term viability — of any business.

How can you prevent former employees from stealing your clients? The answer is, a well-crafted non-compete and non-solicitation agreement.

The laws vary from state-to-state, jurisdiction-to-jurisdiction. There are ways to write bad (i.e. unenforceable) agreements, and there are ways to write great (i.e. enforceable) agreements. The best way to obtain a great agreement, is to hire a local attorney familiar with such matters — the money you spend writing such an agreement will pay for itself in dividends.

Do you even have agreements in place with your employees? If not, you have no excuse! Start now!

Don’t give courts reasons to invalidate your agreement. Make it fair and reasonable. This means take ownership of what is yours — the client — and don’t unduly restrict your employees from being gainfully employed elsewhere. Avoid:

• Geographic restrictions - even limited ones can pose problems
• Blanket restrictions - everyone has a right to work, so don’t prohibit someone from earning a livelihood
• Unlimited restrictions - always reasonably time-bound the restriction (i.e. 1 year)
• Non-solicitation only - everyone tries to get around this, by creating the circumstances where “I didn’t solicit them, they called me!”
• Punitive damages - courts seldom award punitive damages, especially for employee contracts; so they just help to instill the belief that your non-solicitation agreement is egregious, unfair and unbalanced

Every good non-compete agreement should, at a minimum:

• Define Confidentiality and require employees to honor the confidential information of your business
• Define “Client” and “Client List,” and make it clear they are owned by company and are to remain Confidential and Trade Secret
• Indicate that employees (including “whether as an individual for its own account, or for or with any other person, firm, corporation, partnership, joint venture, association, or other entity whatsoever, which is or intends to be engaged in the same line of business as YOUR COMPANY, or in such other business competitive with YOUR COMPANY,”) may not solicit, interfere with, or entice away any clients (or employees) of your company, for a reasonable period of time (i.e. 1 year)
• Indicate that employees (with language above) after their employment ends at your company, may not service, or perform services for, any Client, for a reasonable period of time (i.e. 1 year)
• Require employees to acknowledge that the restrictions will not create an undue hardship, not prevent them from competing in an independent business, and agree they are subject to a restraining order and/or injunction if they violate the agreement
• Require “reasonable enforcement costs and expenses” to be paid by employee, if they violate the agreement
• Contain the standard clauses of severability, survival, waiver of breach and assignment

Note that if you are presented with employees who are bringing their own clients, and you want to acknowledge the clients they bring, my advice is to create an “attachment” that has the actual names of the clients you want to exclude from the agreement. The employee should specifically indicate who such individuals are.

If you have an employee who doesn’t want to sign such an agreement, then you have some interesting information: They intend to steal clients from you the minute the relationship doesn’t work for them. Do you really want such employees in your organization?

The Wall Street Journal announced today that EBay Wins in Fight Over Tiffany Counterfeits.

eBay finally wins one, and it’s about time. EBay (and other e-commerce companies) won decisively against Tiffany and other trademark holders, which are trying to hold Internet companies liable for the sale of counterfeit goods. The issue involves burden of policing trademarks on the Internet, and Tiffany argued that eBay doesn’t do enough to police its network. The court held that eBay removes content once notified by Tiffany, which is the extent of its legal burden under US Trademark Law. Tiffany wanted eBay to police its network regarding Tiffany trademarks, much as it does prohibiting firearms.

Technically speaking, it wouldn’t be a problem for eBay to police its network as Tiffany desires. The problem is, it creates a slippery slope for eBay in several ways. First, by doing this for Tiffany, it would create a precedent for eBay to do it for all valid trademark holders (or at least those who requested this from eBay). Additionally, it suggest some form of liability to Tiffany, should eBay make mistakes. Finally, such action would cause a disservice to eBay’s customer base, as there are valid holders of Tiffany products. For example, I happen to have a couple of silver cufflinks from Tiffany, and if I want to sell them, I should be able to do so without seeking some form of permission from Tiffany.

It sounds like Tiffany isn’t going to give up. I expect them (and other significant trademark holders) to seek additional rights at the federal level. The problem is, they are overstepping their bounds, and definitely infringing on my rights as a holder of Tiffany goods should I desire to sell them. If we give rights to trademark holders to hold eBay, Craig’s List and the classifieds liable for counterfeits, I will no longer have an opportunity to sell my old Dell laptop, my Logitech mouse, iPhone, Tiffany earrings, my wife’s Louis Vuitton purse, etc, etc, etc.

Don’t think for a minute, that trademark holders are powerless with this decision. It simply reinforces the burden of policing the trademark (i.e. monitoring where your trademark is being used), and once a trademark holder identifies (or thinks they’ve identified, even if they are wrong) improper use of their trademark, an Internet company would be wise to immediately respond to any notice received by taking down the offending material. Otherwise, it becomes an easy case for contributory trademark infringement against your company.

When I was COO & Corporate Counsel for FatCow Web Hosting, I received numerous trademark infringement claims against our customers. The problem for us, is that our 30,000+ customers hosted their websites with us, some websites having many thousands of pages or products, with only one page or product containing the offending material. As a company, we can’t go in and modify a customer’s database to remove the one row (or page) containing the trademark problem. We have to take down the entire website. Therefore, it was our policy to contact the customer first, apologize about the predicament we were in as a hosting company, and explain the options to our customer. Often, those options were:

• Remove the offending material (usually within 72 hours);
• Resolve the matter with the complaining party;
• Obtain a court-order to keep your website up; or
• Have us take down your entire website.

More times than I can remember, I would receive a call by either the customer or their attorney, demanding that we leave the website up and basically trying to plead their case to me as though I’m a trademark judge. Unfortunately, in US Trademark Law, there is no safe harbor for an Internet company or ISP against contributory trademark infringement claims by a valid trademark holder. This means, as an Internet company or ISP, you must take down any material that is alleged to infringe a valid trademark otherwise you risk exposing yourself to a contributory trademark infringement cause of action, which will be difficult to win given the notice you were provided by the original complaint and the fact that you derive revenue from your customer.

In other words, Tiffany didn’t lose anything in this case against eBay. Trademark law is still alive and well for trademark holders.

I’m both a Comcast and Vonage user, and I’ve never experienced any trouble with Vonage myself, although I’d raise hell with Comcast if they tried to interrupt the ports or connectivity associated with my Vonage use. Vonage is a great service, and I cannot recommend it enough. Internet VoIP is definitely the wave of the future. It’s inexpensive, flexible, highly configurable and most importantly, portable. I can keep my old phone numbers, no matter where I am on the Internet. I can also have phone calls routed just about anywhere.

What this points out, though, is that ISP’s must be ever more careful how they define services for their customers, as well as how they manage their networks. In the past, ISP’s have often had to make hard decisions in impacting one or more users’ access to the Internet, in order to save or protect the overall network. For example, in Comcast’s case, they are trying to manage overall network performance by reducing BitTorrent filesharing traffic.

In today’s ISP market, we market the value of the service by how fast it is, like when an ISP advertises “6 megs.” Consumers don’t appreciate the different between upload versus download speeds, although there are signs this is changing. ISP professionals will tell you that “6 megs” is really not telling the whole story, since it’s a measure of throughput not overall data transfer. If all customers on an ISP’s network fully utilized their full throughput (i.e. all “6 meg” customers transferred a full “6 meg” upload and download all day and night, 24×7), their networks couldn’t handle it. Every ISP’s network assumes customers utilize only a tiny fraction of their overall bandwidth allocation.

The better approach for an ISP, would be to state upload and download speeds, as well as put a monthly or daily cap on data transfer. This would help ISP’s manage their network, when you have heavy users, as well as provide a mechanism to tier access, therefore providing an ability to charging more for the “heavy users.”

I had lunch today with a the owner of a very well-respected ISP here in New Mexico. He is a very likable fellow, very technical and works very hard at keeping his customers happy.

The problem is, his business isn’t growing.

For years, he benefited from high double-digit growth rates in net residential and commercial accounts. This past year, his net growth rate for new accounts is around 5%. He blames it on the economy, acknowledges a deficiency in marketing, and feels that all he needs to do is offer a new backup storage service to get folks enticed to do business with him.

The truth of the matter is far more sinister. His business, like all small ISP’s, is in risk of extinction. The large players, like Qwest and Comcast, are now competing in a deregulated marketplace. They aren’t giving ISP’s the same access to their networks as before. They are bundling services, and throwing in Internet service as a loss-leader.

His people are disenfranchised. They lost that “spark” that keeps them motivated and going that last mile for customers. It’s a downward death spiral, and it will take some serious changes to turn the business around and compete effectively in this new marketplace. He is stymied, and falling back to what he knows best: Introducing new technical features that will have little appeal, especially when ISP-neutral solutions are readily and inexpensively available.

What he needs to do is:

• Refocus on customer service, and delivering a customer support experience that far surpasses what the big-boys can provide.
• Create a corporate proforma, with realistic goals on number of accounts and value-added service purchases.
• Create monthly financial reports that can be disseminated to the company (and public).
• Publish a monthly executive dashboard of business metrics, to help employees better understand how the company is doing and what is needed to grow.
• Provide the same suite of services the big boys provide, that are easier to use, better and more cost effective. At a high-level, broadband capable voice, data and TV. Also, he should include (at a minimum) email, DNS, web hosting, automatic virus protection and spam filtering, and optionally filter out adult content.
• Finally, he needs to offer services the big boys simply cannot. Because his customers are local, he could offer free “computer checkups” and disaster recovery for clients. He should leverage his local access to clients.

Over the course of the next month or so, I’m going to publish articles that offer specific examples and explain how to create the various tools for the small ISP: Proforma, proper financial reports, executive dashboard, exit strategies, broadband network strategies, etc. Stay tuned!

Both houses in the State of Michigan approved bills amending Michigan law to (1) limit expiration dates to five years or more, and (2) require unclaimed funds to escheat to the state. See the Senate version of the bills, Bill 387 (S-2) and Bill 388 (S-2), covering Michigan’s Consumer Protection Act and Uniform Unclaimed Property Act, respectively.

They were scheduled to take effect on April 1, 2008, but it doesn’t yet appear (as of the writing of this blog article) that they have been signed by the Governor.

What is truly mind-blowing, and shows the depth of ignorance of Michigan’s legislators, is the fiscal analysis performed. They actually say:

FISCAL IMPACT

Senate Bill 387 (S-2): Any additional costs associated with enforcing the Michigan Consumer Protection Act or promulgating any new rules to implement it due to this proposed change should be absorbable [sic] within the Office of Attorney General’s existing budget.

Senate Bill 388 (S-2): The bill would have no fiscal impact on State or local government.

No fiscal impact??!? From a state with the nation’s highest unemployment rate in 2007??!? They would have looked less stupid by saying “should not have any fiscal impact.” What they missed, is the impact to small business, and the further erosion of the economic viability of that tax base.

Michigan is a state that needs jobs. The residents are leaving in droves, with “the likely consequence of a moribund economy that has pushed thousands more people into poverty.” Consumer protection is always a laudable goal, but laws like this — with no rigor in the financial impact of their legislation — indicate that Michigan will experience a significant, long-term decline in its economic base. I can’t think of a better indicator for businesses and homeowners to sell!

I’m guessing that legislators like to look at the large companies, like Walmart, Best Buy, Circuit City, etc, when constructing consumer protection laws. The problem is, being able to sell, expire, recognize and keep the revenue from gift certificate sales are critical to many groups of small businesses. Their survival depends on it, and it’s the small business that pays an inordinate amount of local taxes and employs a large percentage of the population. It’s small business that struggles to survive, especially in the economically depressed State of Michigan.

It’s useful to think of a three-legged stool, when thinking of employees. Like legs on a stool, each employee needs at least three high-level attributes to maintain the proper balance within a company and the right center-of-gravity. They are:

1. Hard skills - Those skills necessary to do the fundamental job hired for (i.e. answer the phone, analyze financials, run the computer, balance the books, etc).
2. Soft skills - The knack for friendliness and courtesy. Saying “hello, please, thank you and goodbye,” along with the ability to communicate well (i.e customer service skills).
3. Culture fit - Possessing the same work ethic and desire for growth as the company.

It’s easy to focus on hard skills only … “She is GREAT at doing what is needed!” We so appreciate when someone is an outstanding fit for what’s needed, that we forget about two other important features of what makes an employee great within a company: the soft skills and fit within the culture.

Soft skills are important. This is a no-brainer for those positions with customers interaction. Customer-facing employees must be friendly, courteous and represent the company in its best light with customers. After all, customers represent the life-blood of a company: revenue. However, if everyone — including the bookkeeper — maintains strong soft skills, you promote, propagate and maintain a fun, positive and healthy workplace environment, which makes it even easier for the customer-facing employees to maintain great relationships with the customers.

Soft skills include communication skills, and are often overlooked. If an employee cannot articulate him or herself clearly, they will experience difficulties with representing others and the company, problem solving and/or conveying information. They will delay or neglect filling paperwork, time sheets, follow-up cards, etc, if they have trouble writing.

When I see otherwise great companies with great products or services having trouble with customer retention, I almost always find companies whose employees have little or no soft skills. Customers like to be liked, and like to associate with others who are friendly, helpful and courteous. Unfriendly employees, who appear preoccupied or generally lack sincerity, will push customers away and they will never come back.

As it relates to culture fit, consider two different business owners: The first is an A-type personality, who works hard toward a 5 years exit strategy. The second owner could care less about making a profit, and cares dearly about promoting a healthy lifestyle. Is it possible for the same great employee to be successful in both companies?

If, as an owner or manager, you’re constantly working overtime, are you going to be okay with a nine-to-fiver? Or, do you need someone who is willing (without asking) to burn the midnight oil?

Individuals who bring a balanced mix of hard skills, soft skills and culture fit, will be far superior, happier and longer-lasting, than individuals who possess only outstanding hard skills, and lack in the other areas. A hard skills only employee will ultimately lead to frustration and a quick turnover–in that employee, as well as customers.

The French court ordered eBay Inc. to pay Louis Vuitton and other luxury-goods brands 40 million euros ($63.1 million) in damages for fake goods sold through the online retailer. Givenchy perfumes was also a party to this case, and though the perfumes sold on eBay were legitimate, LVMH strictly limits their distribution to authorized dealers such as perfume chains and department stores.

There are two troubling aspects of this case, aside from the high damages awarded against E-Bay. First, is the increasing willingness to require companies to monitor the activities of their customers, and second, as it relates to the Givenchy perfumes on E-Bay, to hold e-commerce companies to an almost impossible standard for monitoring the “legitimacy” of third-party transactions.

Let me explain: As it relates to US Copyright law, our system has long held a distinction between a publisher and a distributor. A publisher, arguably, reviews their work and is deemed responsible for the works that reach the public. A distributor, by comparison, doesn’t read a magazine or newspaper, and simply delivers it to store shelves. Therefore, if there’s a copyright issue, the distributor is deemed to have no knowledge of (nor the capability to review) material being distributed. This makes sense, if you think about it, because a distributor probably distributes hundreds of magazines, and doesn’t have any subject matter experience in what they deliver to the stores.

In the Internet context, this works well for an Internet service provider (ISP) or web hosting company, because they have potentially thousands or millions of customers, and have absolutely no subject matter or domain expertise regarding their customer’s websites. The mere thought of having your ISP review your Internet traffic inspires Orwellian notions in all of us. The same argument can be made for E-Bay. Millions of transactions occur every day on E-Bay, and I suspect E-Bay doesn’t have a clue about the subject matter of those auctions.

Unfortunately, this publisher/distributor distinction in copyright law hasn’t made its way into trademark law, and this is where many e-commerce companies run into trouble. Trademarks are a completely different aspect of intellectual property, and are treated completely different. The main objective of trademark law is to protect the consumer, not the owner of the mark, from improperly marked products and services. Therefore, a completely different set of laws and risks exist, and if an e-commerce company tries to manage its risk against contributory trademark infringement using the notions of the publisher/distributor distinction in copyright law, they are bound to eventually find themselves in serious trouble.

For example, the safe harbor provisions of the Digital Millennium Copyright Act (DMCA) don’t apply to trademarks, only to claims of copyright infringement. If you don’t have strong procedures and mechanisms to respond to, and deal with, contributory trademark infringement claims, you run the risk of loosing a serious lawsuit. Such claims put the unfortunate e-commerce company or ISP in the role of a judge, trying to ascertain the legitimacy of a claim against one of its customers. Unfortunately, the way the law is written, you should almost always conduct your business assuming the complaining party is correct. In trademark law, e-commerce companies and ISP’s are at risk from the plaintiff of a contributory trademark infringement claim, not the defendant (i.e. their customer).

This E-Bay case ratchets up the risk even further for e-commerce companies and ISP’s, by presupposing E-Bay is somehow able to ascertain which of its customers has the legal right to sell Givenchy perfumes. Note that E-Bay’s Seller’s Rules contains a long-list of what’s acceptable and what’s not, and that it requires sellers to adhere to the intellectual property requirements (i.e. trademark) and restrictions of the products they sell. Therefore, a seller is already violating E-Bay’s terms of use when selling Givenchy perfumes. Apparently, E-Bay is somehow supposed to evaluate the validity of each seller’s licensing arrangement with each of its carried brands, and ascertain who is legally entitled to sell what at what given time.

Obviously, this is an absurd position for E-Bay and any other e-commerce company or ISP. There are ways of handling this, such as banning Givenchy and any other product that claims a right to sue for contributory trademark infringement. Such a heavy-handed approach could seriously undermine E-Bay’s value to consumers (i.e. shouldn’t I be able to sell my bottle of Givenchy perfume, if I purchased it for my wife who turned out not to like it?).

There are two recommendations I have, give this case:

For e-commerce companies and ISP’s: Review your policies and procedures for trademark infringement claims. Are they fundamentally different from copyright claims? If not, you need to change them, and you must unfortunately place a heavy burden on the defendant (i.e. your customer).

For the legal system: Confer some rules and safe harbors for e-commerce companies and ISP’s, regarding actions for contributory trademark infringement, possibly expanding the publisher/distributor distinction to online trademark cases.

Many businesses — including some I’ve been involved with — suffer from endless firefighting. What gets worked on (i.e. fixed) is what is the most urgent at the time, usually associated with some serious customer complaining, or financial or legal risk. Ultimately, the business becomes a team of heroes, burning everyone out and not really making serious headway in what is really important: growing the business and its revenue base. The “hero model” is very dangerous for a business, because there is so much reliance on individuals. If a key individual gets sick or leaves, it creates serious disruption to the business.

I’ve found, whether we’re talking about the business priorities as a whole, or managing a software development team or project, it helps to identify priorities and focus on the highest priority issues first. By focusing on what’s important, you move the business forward and you will naturally move away from the hero model. By staying focused on the key drivers of your business (assuming you know what they truly are), your processes and systems should become more robust, fault tolerant and less reliant on key individuals.

There are many ways to devise a priority schedule, but here’s one I’ve found that is simple, easy to use and quite effective. It’s a simple “sev system” or severity scale.

How many people or businesses do you know, that have a tendency to focus on SEV3’s or SEV4’s? We get caught up on how things look, versus how they perform or what they mean to our business, our customers or our employees.

My advice is to create, revise and maintain a list of your business tasks and priorities. Everything on the list has an assigned SEV code, and you devise a corporate policy such as “No SEV1’s will be on the list for more than a week” and “We won’t work on lower SEV issues, when higher SEV issues exist.” Devise a system of accountability, and assign your heroes to the important SEV tasks.

One other suggestion is to keep a corporate journal, wiki or help system that serves to document all your processes, functionality and systems. Make updating this system one of the components of every task. Make sure a different employee or department “tests” the functionality or issue, before its removed from the task list.

By objectively tracking the severity of the issues in your business, you will add accountability and ensure the most important and strategic issues are confronted and resolved in your business, thereby helping to maximize revenues and contain costs within your business.

Conceivably, anyone can purchase a new TLD, provided they are willing to shell out the reported $100,000 to $500,000 per TLD.

This number may seem like an astronomical amount, but when one considers the marketing potential for the right TLD, $500,000 could seem like chump change. For example, .com is frequently mistyped by people as .cm or .cmo. Obtaining those two TLD’s could give the potential owner a great deal of leverage to convert the typo into the appropriate .com, but turning themselves into a referral source.

Alternatively, a company could create some serious leverage with branding and trademarking, creating highly desirable TLDs that have a specific connotation, such as:

• .secure - Which is carefully controlled by the TLD owner, and guarantees any .secure website is audited and “scam proof.”
• .bank, .doctor, .law - Just about any market or industry niche could use its own TLD, and could become highly desirable for members of that market.
• .kids, .singles - Just about any market segment, such as “certified kid friendly”.
• .comcast, .ibm, .aol - Companies, especially ISP’s and hosting companies, would definitely want to get on this bandwagon and support customer accounts on its TLD’s.

Without a doubt, the new policy for TLDs will represent a tremendous gold-rush for those companies willing to get in early, make effective use of their new TLDs, and market it properly to create demand and market awareness.

The Wall Street Journal has an interesting article about Amazon today, entitled Will Amazon Get a Visit From the Tax Man?.

It appears that Amazon has a number of large distribution warehouses in some states, such as Texas, Pennsylvania and Indiana, but doesn’t pay sales taxes in those states. Amazon is trying to skirt the issue by saying the distribution warehouses are wholly owned subsidiaries of Amazon. Amazon’s theory is: The subsidiaries don’t sell products to consumers, so they don’t need to pay sales tax, and since Amazon itself doesn’t own the warehouses (it’s subsidiaries do), it doesn’t need to pay sales tax either.

The article does a good job talking about the issue regarding Amazon, but could go into better detail on the tax issues an e-commerce company must deal with. My standard disclaimer: Please consult with a CPA or tax attorney, as what I am about to discuss may be incomplete or inaccurate for your particular situation.

Note that many e-commerce businesses don’t fully understand The Internet Tax Freedom Act, which doesn’t prohibit all taxing, per se. What it does is prohibit taxing Internet access, imposing discriminatory Internet-only taxes and multiple taxes on electronic commerce. Contrary to popular belief, it does not prohibit state sales or use tax.

Sales taxes can be somewhat complex, depending on the subject matter. The easiest case is a typical product, like a book or DVD. If a business has a “sufficient nexus” within a state, it generally has to collect sales tax from the residents in that state. The “sufficient nexus” requirement is met by physical presence (i.e. the business has an office or warehouse in the state), but “sufficient nexus” can also be met without physical presence. And, this is one area where things can become tricky. The “sufficient nexus” requirement could be met, if a business has a “close relationship” with third-party contractors.

Things become murkier still, regarding some products or services. Let’s look at services for a moment: Instant Gift Certificates are becoming a popular way for service-based businesses to “sell” their services on the Internet. Some states, like New Mexico, charge a “gross receipts tax” (or GRT) on services. If a business in New Mexico sells a dollar-based gift certificate (i.e. a $100 gift certificate), there is no tax to charge until the gift certificate is redeemed. However, if the business sells a service-based gift certificate (i.e. “one Swedish massage”), the purchaser should be charged GRT upon the sale of the gift certificate.

Worse still, some states (like New Jersey) charge a tax on just some services. So, for example, massages are taxed but facials are not (both facials and massages are typically provided by the same business). So, a business selling a service-based gift certificate needs to keep track of what services are taxed and which are not, and make sure the tax is properly applied at the time of sale.

For products, things become murky, depending on the subject matter and location of the consumer. As it relates to location, some major cities have different sales tax rates than the overall state (i.e. Chicago or New York). So, if a business has “sufficient nexus” in the State of New York, it must keep track of all the tax schedules within that state, and know exactly which tax schedule to apply to which consumer in that state. As it relates to subject matter, all sorts of products will suffer various restrictions or tax exceptions. For example:

• Gift cards and gift certificates have various restrictions on maintenance fees, expiration dates (depending on where the consumer sits) and escheatment (depending on where the business sits).
• Wine and other alcoholic beverages have restrictions or varying tax implications, depending on the state, county or city in which the consumer sits.
• Chemicals, paints and industrial solutions have many restrictions, permit requirements and tax implications.

The problem for an e-commerce company, is that it’s sometimes difficult to identify all the tax laws and burdens, create the programming logic to identify which products or services have a sales tax burden to which customer, and then keep the tax schedules (and treatment) up-to-date.

The trick is, to be careful on which state you create a “sufficient nexus” for sales tax purposes, and to do your research BEFORE you start selling your product or service on the Internet, because your business could be liable for back-taxes going back many years.