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59-559: DfT OLR Holdings Limited ( DOHL ) is a holding company established by the Department for Transport in the United Kingdom to act as operator of last resort for rail franchises that are nationalised . DfT OLR Holdings was established in 2018 by the Department for Transport to operate rail franchises should it become necessary to bring them into public ownership and operate as an operator of last resort in accordance with section 30 of

118-449: A property right. The Court of Appeal of England and Wales in the case of Saltman Engineering Co Ltd v. Campbell Engineering Ltd held that the action for breach of confidence is based on a principle of preserving "good faith". The test for a cause of action for breach of confidence in the common law world is set out in the case of Coco v. A.N. Clark (Engineers) Ltd : The "quality of confidence" highlights that trade secrets are

177-551: A United States resident (including a company) can be liable for misappropriation that takes place outside the United States, and any person can be liable as long as an act in furtherance of the misappropriation takes place in the United States, 18 U.S.C. §1837. The DTSA provides the courts with broad injunctive powers. 18 U.S.C. §1836(b)(3). The DTSA does not preempt or supplant state laws, but provides an additional cause of action. Because states vary significantly in their approach to

236-461: A claim known as actio servi corrupti , meaning an "action for making a slave worse" or "an action for corrupting a servant." The Roman law is described as follows: [T]he Roman owner of a mark or firm name was legally protected against unfair usage by a competitor through the actio servi corrupti ... which the Roman jurists used to grant commercial relief under the guise of private law actions. "If, as

295-499: A company can protect its confidential information through NDA, work-for-hire, and non-compete contracts with its stakeholders (within the constraints of employment law, including only restraint that is reasonable in geographic- and time-scope), these protective contractual measures effectively create a monopoly on secret information that does not expire as would a patent or copyright . The lack of formal protection associated with registered intellectual property rights, however, means that

354-696: A foreign entity is involved (the States themselves cannot regulate commerce with foreign powers). Due these Constitutional requirements, patents and trademarks enjoy a strong federal protection in the USA (the Lanham Act and Patent Act , respectively), while trade secrets usually have to rely on more limited state laws . Most states have adopted the Uniform Trade Secrets Act (UTSA), except for Massachusetts , New York , and North Carolina . However, since 2016 with

413-481: A legal concept. With sufficient effort or through illegal acts (such as breaking and entering), competitors can usually obtain trade secrets. However, so long as the owner of the trade secret can prove that reasonable efforts have been made to keep the information confidential, the information remains a trade secret and generally remains legally protected. Conversely, trade secret owners who cannot evidence reasonable efforts at protecting confidential information risk losing

472-451: A limited duration. For example, the Coca-Cola company has no patent for the formula of Coca-Cola and has been effective in protecting it for many more years than the 20 years of protection that a patent would have provided. In fact, Coca-Cola refused to reveal its trade secret under at least two judges' orders. Trade secret legal protection can reduce the knowledge spillover, which enhances

531-551: A new company and keeps majority shares with itself, and invites other companies to buy minority shares, it is called a parent company. A parent company could simply be a company that wholly owns another company, which is then known as a " wholly owned subsidiary ". Trade secrets Unlike other forms of intellectual property, trade secrets do not require formal registration and can be protected indefinitely, as long as they remain undisclosed. Instead, non-disclosure agreements (NDAs), among other measures, are commonly used to keep

590-456: A parent company material influence if they are the largest individual shareholder or if they are placed in control of the running of the operation by non-operational shareholders.) In the United Kingdom, the term holding company is defined by the Companies Act 2006 at section 1159. It defines a holding company as a company that holds a majority of the voting rights in another company, or

649-553: A property right. The EU adopted a Directive on the Protection of Trade Secrets on 27 May 2016. The goal of the directive is to harmonize the definition of trade secrets in accordance with existing international standards, and the means of obtaining protection of trade secrets within the EU. Within the U.S., trade secrets generally encompass a company's proprietary information that is not generally known to its competitors, and which provides

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708-617: A third party not bound by a signed agreement is not prevented from independently duplicating and using the secret information once it is discovered, such as through reverse engineering . Therefore, trade secrets such as secret formulae are often protected by restricting the key information to a few trusted individuals. Famous examples of products protected by trade secrets are Chartreuse liqueur and Coca-Cola . Because protection of trade secrets can, in principle, extend indefinitely, it may provide an advantage over patent protection and other registered intellectual property rights, which last for

767-487: A trade secret is acquired by improper means (a somewhat wider concept than "illegal means" but inclusive of such means), then the secret is generally deemed to have been misappropriated . Thus, if a trade secret has been acquired via industrial espionage, its acquirer will probably be subject to legal liability for having acquired it improperly⁠. However, the holder of the trade secret is obliged to protect against such espionage to some degree, as under most trade secret regimes,

826-530: A trade secret is not deemed to exist unless its purported holder takes reasonable steps to maintain its secrecy. While improper, dishonest or unlawful acquisition, use or disclosure of trade secret information by unauthorized third parties is prohibited in principle, there are several exceptions to this principle. The exceptions and limitations vary among the juridiction. Some of those may be In Commonwealth common law jurisdictions, confidentiality and trade secrets are regarded as an equitable right rather than

885-469: A trade secret may consist of "any formula, pattern, device, or compilation of information which is used in one's business, and which gives the business an opportunity to obtain an advantage over competitors who do not know or use it." This definition became widely used by courts across the United States. As the first attempt to outline the accepted principles of trade secret law, the Restatement served as

944-580: A trade secret under Article 39 of the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS Agreement). Trade secret protection covers confidential information, which can include technical and scientific data, business and commercial information, and financial records. Even “negative” information, like failed experiments, can be valuable by helping companies avoid repeating costly mistakes. Commentators like A. Arthur Schiller have argued that trade secrets were protected under Roman law by

1003-624: Is a member of another company and has the right to appoint or remove a majority of its board of directors, or is a member of another company and controls alone, pursuant to an agreement with other members, a majority of the voting rights in that company. After the financial crisis of 2007–2008 , many U.S. investment banks converted to holding companies. According to the Federal Financial Institutions Examination Council 's website, JPMorgan Chase , Bank of America , Citigroup , Wells Fargo , and Goldman Sachs were

1062-471: Is defined by Part 1, Section 5, Subsection 1 of the Companies Act, which states: 5.—(1) For the purposes of this Act, a corporation shall, subject to subsection (3), be deemed to be a subsidiary of another corporation, if — In the United Kingdom, is generally held that an organisation holding a 'controlling stake' in a company (a holding of over 51% of the stock) is in effect the de facto parent company of

1121-515: Is governed by national legal systems. However, international standards for protecting secrets (called “undisclosed information”) were established as part of the TRIPS Agreement in 1995. Article 39 of TRIPS obligates member countries to protect “undisclosed information” from unauthorized use conducted “in a manner contrary to honest commercial practices,” including actions such as breach of contract, breach of confidence, and unfair competition. For

1180-461: Is holding a controlling interest in the securities of other companies. A holding company usually does not produce goods or services itself. Its purpose is to own stock of other companies to form a corporate group . In some jurisdictions around the world, holding companies are called parent companies , which, besides holding stock in other companies, can conduct trade and other business activities themselves. Holding companies reduce risk for

1239-469: Is no evidence they were. It is bizarre to see any degree the Roman actio servi corrupti as the counterpart of modern law for the protection of trade secrets and other such commercial interests. Modern trade secret law is primarily rooted in Anglo-American common law . The earliest recorded court case was the 1817 English case Newbery v. James, which involved a secret formula for gout treatment. In

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1298-740: The InterCity East Coast franchise from Virgin Trains East Coast after the latter ran into financial difficulty. Train Fleet (2019) Limited was established in August 2019 to take ownership of 40 Class 365 units from Eversholt Rail Group . This arose from a complex financial arrangement, struck during the privatisation of British Rail by the British Railways Board when the trains were financed by financial institutions , that gave Eversholt

1357-532: The Railways Act 1993 . As at May 2023, the company has four active subsidiaries; London North Eastern Railway , Northern Trains , Southeastern and TransPennine Express . In May 2023 DfT OLR Holdings superseded FirstGroup as the largest operator of passenger services in the United Kingdom, generating 23% of passenger revenue and 26% of passenger miles. DOHL has a number of active and dormant subsidiaries. On 24 June 2018, London North Eastern Railway took over

1416-556: The Uniform Trade Secrets Act (UTSA), which was further amended in 1985, with approximately 47 states having adopted some variation of it as the basis for trade secret law. Another significant development is the Economic Espionage Act (EEA) of 1996 ( 18 U.S.C.   §§ 1831 – 1839 ), which makes the theft or misappropriation of a trade secret a federal crime. This law contains two provisions criminalizing two sorts of activity: The statutory penalties are different for

1475-513: The University of Georgia Law School professor Alan Watson argued in Trade Secrets and Roman Law: The Myth Exploded that the actio servi corrupti was not used to protect trade secrets. Rather, he explained: Schiller is sadly mistaken as to what was going on. ... The actio servi corrupti presumably or possibly could be used to protect trade secrets and other similar commercial interests. That

1534-476: The broadcast licenses to reflect this, resulting in stations that are (for example) still licensed to Jacor and Citicasters , effectively making them such as subsidiary companies of their owner iHeartMedia . This is sometimes done on a per- market basis. For example, in Atlanta both WNNX and later WWWQ are licensed to "WNNX LiCo, Inc." (LiCo meaning "license company"), both owned by Susquehanna Radio (which

1593-442: The shareholders , and can permit the ownership and control of a number of different companies. The New York Times uses the term parent holding company . Holding companies can be subsidiaries in a tiered structure . Holding companies are also created to hold assets such as intellectual property or trade secrets , that are protected from the operating company. That creates a smaller risk when it comes to litigation . In

1652-547: The "inevitable disclosure" doctrine, its use has limited, if any, application under the DTSA, 18 U.S.C.§1836(b)(3)(A). In the United States, trade secrets are not protected by law in the same way as patents or trademarks . While the US Constitution explicitly authorizes the existence of and the federal jurisdiction over patents and copyrights , it is silent on trade secrets, trademarks , etc. For this reason, Federal Law for

1711-719: The Attorney General. The statute followed state laws on liability in significant part, defining trade secrets in the same way as the Uniform Trade Secrets Act as, "all forms and types of financial, business, scientific, technical, economic, or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing if (A)

1770-623: The District of Columbia, Puerto Rico, and the U.S. Virgin Islands, with New York and North Carolina as the exceptions. The UTSA influenced the Defend Trade Secrets Act (DTSA) of 2016, which created a federal civil cause of action for trade secret misappropriation, allowing plaintiffs to file cases directly in federal courts if "the trade secret is related to a product or service used in ... interstate or foreign commerce." Trade secret law

1829-446: The United States, 80% of stock, in voting and value, must be owned before tax consolidation benefits such as tax-free dividends can be claimed. That is, if Company A owns 80% or more of the stock of Company B, Company A will not pay taxes on dividends paid by Company B to its stockholders, as the payment of dividends from B to A is essentially transferring cash within a single enterprise. Any other shareholders of Company B will pay

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1888-409: The United States, this concept was first recognized in the 1837 case Vickery v. Welch , involving the sale of a chocolate factory and the seller’s agreement to keep the secret recipe confidential. Newbery and Vickery only awarded compensation for losses ( damages ) and did not issue orders to prevent the misuse of secrets ( injunctive relief ). The first English case involving injunctive relief

1947-532: The company with a competitive advantage. Although trade secrets law evolved under state common law, prior to 1974, the question of whether patent law preempted state trade secrets law had been unanswered. In 1974, the United States Supreme Court issued the landmark decision, Kewanee Oil Co. v. Bicron Corp., which resolved the question in favor of allowing the states to freely develop their own trade secret laws. In 1979, several U.S. states adopted

2006-488: The court ruled that Peabody’s confidential manufacturing process was a protectable trade secret and issued an injunction preventing former employees from using or disclosing it after they shared it with a competitor. In 1939, the Restatement of Torts, published by the American Law Institute , offered, among other things, one of the earliest formal definitions of a trade secret. According to Section 757, Comment b,

2065-417: The court to seize property to prevent the propagation or dissemination of the trade secret. However, proving a breach of an NDA by a former stakeholder who is legally working for a competitor or prevailing in a lawsuit for breaching a non-compete clause can be very difficult. A holder of a trade secret may also require similar agreements from other parties, such as vendors, licensees, and board members. As

2124-431: The firm, having overriding material influence over the held company's operations, even if no formal full takeover has been enacted. Once a full takeover or purchase is enacted, the held company is seen to have ceased to operate as an independent entity but to have become a tending subsidiary of the purchasing company, which, in turn, becomes the parent company of the subsidiary. (A holding below 50% could be sufficient to give

2183-458: The first body) is a subsidiary of another body corporate if, and only if: Toronto-based lawyer Michael Finley has stated, "The emerging trend that has seen international plaintiffs permitted to proceed with claims against Canadian parent companies for the allegedly wrongful activity of their foreign subsidiaries means that the corporate veil is no longer a silver bullet to the heart of a plaintiff's case." The parent subsidiary company relationship

2242-605: The five largest bank holding companies in the finance sector, as of December 2013 , based on total assets. The Public Utility Holding Company Act of 1935 caused many energy companies to divest their subsidiary businesses. Between 1938 and 1958 the number of holding companies declined from 216 to 18. An energy law passed in 2005 removed the 1935 requirements, and has led to mergers and holding company formation among power marketing and power brokering companies. In US broadcasting , many major media conglomerates have purchased smaller broadcasters outright, but have not changed

2301-455: The following requirements are met: A parent company is a company that owns enough voting power in another firm (or subsidiary ) to control management and operations by influencing or electing its board of directors . The definition of a parent company differs from jurisdiction to jurisdiction, with the definition normally being defined by way of laws dealing with companies in that jurisdiction. When an existing company establishes

2360-422: The holder of secrets, an employee may agree to not reveal their prospective employer's proprietary information, to surrender or assign to their employer ownership rights to intellectual work and work-products produced during the course (or as a condition) of employment, and to not work for a competitor for a given period of time (sometimes within a given geographic region). Violating the agreement generally carries

2419-425: The information secret. Oftentimes, trade secrets are key components of an IP portfolio that strengthen a business's competitive edge. Like other IP assets, they may be sold or licensed. In principle, unauthorized acquisition, use or disclosure of a trade secret by others in a manner contrary to honest commercial practices is considered misappropriation of the trade secret. If trade secret misappropriation happens,

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2478-559: The information to qualify, it must not be generally known or easily accessible, must hold value due to its secrecy, and must be safeguarded through “reasonable steps” to keep it secret. Trade secrets are an important, but invisible component of a company's intellectual property (IP). Their contribution to a company's value can be major. Being invisible, that contribution is hard to measure. Still, research shows that changes in trade secrets laws affect business spending on R&D and patents . This research provides indirect evidence of

2537-579: The knowledge spread and technology improvement. Therefore, while trade secret laws strengthen R&D exclusivity and encourage firms to engage in innovative activities, broadly reducing knowledge spillovers can harm economic growth. Companies often try to discover one another's trade secrets through lawful methods of reverse engineering or employee poaching , and potentially unlawful methods including industrial espionage . Acts of industrial espionage are generally illegal and penalties can be harsh. The importance of that illegality to trade secret law is: if

2596-651: The latter types of intellectual property is based on the Commerce Clause (rather than the Copyright Clause ) under a theory, that these IP types are used for interstate commerce . On other hand, the application of the Interstate Commerce Theory did not find much judicial support in regulating trade secrets: since a trade secret process is used in a State, where it is protected by state law, federal protection may be needed only when industrial espionage by

2655-478: The operation of Transpennine services after FirstGroup's TransPennine Express contract was not renewed after repeated customer complaints of poor service and cancelled trains, as well as having the highest rate of cancellations of any train operating company in January and February 2023 with about a quarter of services being cancelled. Holding company A holding company is a company whose primary business

2714-628: The option to pass on their lease liabilities back to the government. In July 2021, all were sold back to Eversholt after termination of their leases with Govia Thameslink Railway was agreed. On 1 March 2020, Northern Trains took over the Northern franchise from Arriva Rail North after the latter became financially unviable. On 17 October 2021, Southeastern took over the South Eastern franchise from Govia after financial irregularities were uncovered. On 28 May 2023, TransPennine Express took over

2773-455: The owner thereof has taken reasonable measures to keep such information secret; and (B) the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information." However, the law contains several important differences from prior law: The DTSA also clarifies that

2832-426: The possibility of heavy financial penalties, thus disincentivizing the revealing of trade secrets. Trade secret information can be protected through legal action including an injunction preventing breaches of confidentiality , monetary damages, and, in some instances, punitive damages and attorneys’ fees too. In extraordinary circumstances, an ex parte seizure under the Defend Trade Secrets Act (DTSA) also allows for

2891-610: The primary authority adopted in virtually every reported case. Trade secret law saw further development in 1979 when the Uniform Law Commission (ULC) introduced a model law known as the Uniform Trade Secrets Act (UTSA), which was later amended in 1985. The UTSA defines the types of information eligible for trade secret protection, establishes a private cause of action for misappropriation, and outlines remedies such as injunctions, damages, and, in certain cases, attorneys' fees. It has since been adopted by 48 states, along with

2950-431: The trade secret holder can seek various legal remedies . The precise definition of a trade secret varies by jurisdiction, as do the types of information eligible trade secret protection. However, in general, trade secrets are confidential information that is: All three elements are required. If any element ceases to exist, then the trade secret will also cease to exist. In international law, these three factors define

3009-500: The trade secret, even if the information is obtained by competitors illegally. It is for this reason that trade secret owners shred documents and do not simply recycle them. A successful plaintiff is entitled to various forms of judicial relief , including: Hong Kong does not follow the traditional commonwealth approach, instead recognizing trade secrets where a judgment of the High Court indicates that confidential information may be

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3068-433: The two offenses. The EEA was extended in 2016 to allow companies to file civil suits in federal court. On May 11, 2016, President Obama signed the Defend Trade Secrets Act (DTSA), 18 U.S.C. §§ 1839 et seq., which for the first time created a federal cause of action for misappropriating trade secrets. The DTSA provides for both a private right of action for damages and injunction and a civil action for injunction brought by

3127-554: The type and value of the secret, its importance to the business, the company’s size, and its organizational complexity. The most common reason for trade secret disputes to arise is when former employees of trade secret-bearing companies leave to work for a competitor and are suspected of taking or using valuable confidential information belonging to their former employer. Legal protections include non-disclosure agreements (NDAs), and work-for-hire and non-compete clauses . In other words, in exchange for an opportunity to be employed by

3186-491: The usual taxes on dividends, as they are legitimate and ordinary dividends to these shareholders. Sometimes, a company intended to be a pure holding company identifies itself as such by adding "Holding" or "Holdings" to its name. The parent company–subsidiary company relationship is defined by Part 1.2, Division 6, Section 46 of the Corporations Act 2001 (Cth) , which states: A body corporate (in this section called

3245-482: The value of trade secrecy. Unlike other forms of intellectual property , trade secrets do not require formal registration and can be protected indefinitely, as long as they remain secret. Maintaining secrecy is both a practical necessity and a legal obligation, as trade secret owners must take "reasonable" measures to protect the confidentiality of their trade secrets to qualify for legal protection. "Reasonable" efforts are decided case by case, considering factors like

3304-675: The writer believes [writes Schiller], various private cases of action were available in satisfying commercial needs, the state was acting in exactly the same fashion as it does at the present day." The suggestion that trade secret law has its roots in Roman law was introduced in 1929 in a Columbia Law Review article called "Trade Secrets and the Roman Law: The Actio Servi Corrupti ", which has been reproduced in Schiller's, An American Experience in Roman Law 1 (1971). However,

3363-525: Was Yovatt v. Winyard in 1820, where the court issued an injunction to prevent a former employee from using or disclosing recipes he had secretly copied from his employer's veterinary medicine practice. In the United States, the 1868 Massachusetts Supreme Court decision in Peabody v. Norfolk is one of the most well-known and well-reasoned early trade secret case, establishing foundational legal principles that continue to be central to common law. In this case,

3422-465: Was later sold to Cumulus Media ). In determining caps to prevent excessive concentration of media ownership , all of these are attributed to the parent company, as are leased stations , as a matter of broadcast regulation . In the United States, a personal holding company is defined in section 542 of the Internal Revenue Code . A corporation is a personal holding company if both of

3481-414: Was not its purpose and was, at most, an incidental spin-off. But there is not the slightest evidence that the action was ever so used. In this regard the actio servi corrupti is not unique. Exactly the same can be said of many private law actions including those for theft, damage to property, deposit, and production of property. All of these could, I suppose, be used to protect trade secrets, etc., but there

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