Watch Your Weblog

Legal liabilities lurk amid corporate blogs.

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More and more people are jumping on the corporate weblogging bandwagon. At Microsoft Corp., for example, there are currently more than 1,000 blogs. Like many companies, especially the IT vendor companies where weblogs tend to proliferate, Microsoft encourages the informal sites as a way for its employees to stay close to customers.

But as weblogs have multiplied, a number of legal issues have arisen, and regardless of whether your company sponsors its bloggers, it may be opening itself up to hidden liabilities. Here are some of the dangers of corporate blogging and precautions companies should consider.

Danger: Libel and trade libel. Bloggers who write anything negative or defamatory about a corporation or an individual are opening themselves and their companies up to the possibility of libel suits, says David Carr, an attorney and partner at London-based consulting firm Big Blog Co.

Precaution: Do your homework. If the blogger is going to make negative statements about a company's or individual's business activities, Carr says, "he's really got to do his research and make sure what he's saying can be proven to be true and not just believed to be true."

Danger: Disclosure of trade secrets or confidential information. Employees who blog may intentionally or unintentionally share company secrets, says employment attorney Michael Karpeles, a principal at Chicago-based law firm Goldberg, Kohn, Bell, Black, Rosenbloom & Moritz Ltd. Information such as the finances or marketing and business strategies of the employer can cause damage to the company if it gets into the wrong hands. And a blogger who lets slip personal information about other employees may be opening the organization to prosecution for privacy infringements.

Precaution: Have employees sign a confidentiality agreement that states they will not disclose company confidential information, Karpeles says. "Even if they haven't signed an agreement, most states have a trade-secrets protection law that would prohibit individuals from misappropriating trade secrets," he says. But better to caution them upfront than prosecute them later.

Danger: Careless statements about the business that can be used during litigation. Anyone, from the CEO to the receptionist, can have a blog, whether it's related to the company's Web site or not, so organizations don't know what information is out there that could hurt them, says Gregory Rutchik, founding partner of The Arts and Technology Group, a litigation and transactional law practice in San Francisco. "But the reality is, if you allow your employees to blog, the likelihood that things are going to come back to hurt you is huge," he says.

Attorney Diana McKenzie agrees. "If the company is encouraging blogging, the first thing I would worry about is discovery," she says, referring to the compulsory disclosure of pertinent facts or documents to the opposing party in a civil action.

"Blogging is one of the most fertile grounds in discovery for supporting any position, because you have a bunch of people never conscious of how this could be used against a company," says McKenzie, who chairs the information technology group at law firm Neal, Gerber & Eisenberg LLP in Chicago.

Precaution: Companies that have their own blogs should consider how they fit into the business plan, and they should craft policies to let employees know what they can and can't write, says Rutchik.

Karpeles says an employer should create policies and guidelines about what can be included on an employer-sponsored weblog. Those guidelines should describe and define the scope of the blog. They should also point out issues that shouldn't be discussed and materials, including company documents, that shouldn't be posted to the blog without prior authorization. An employer can also have policies or confidentiality agreements for employees who blog on their own, says Karpeles.

Groove Networks Inc. in Beverly, Mass., has such a policy in place, says Jeff Seul, the company's general counsel. Though Groove doesn't sponsor a corporate weblog, employees could still discuss company business on personal blogs, he says. So he has crafted guidelines for employees to follow if they do. Seul says that if a Groove employee chooses to talk about the company's technology on a personal blog, that employee is advised to post a notice in a prominent place making it clear to readers that his views don't necessarily represent those of the company.

Seul also reminds employees not to disclose confidential or proprietary company information or similar information disclosed to Groove by any third parties. He instructs them not to publish company documents without authorization, and he asks bloggers to be respectful of the company, its employees, partners, affiliates and competitors.

Danger: Loose-cannon bloggers. Imagine that your company changes strategy. There may be a bunch of blogs about the previous strategy, but all the employees will dutifully update them. But what if one of those blogs is from someone who is no longer an employee and doesn't want to take it down or amend it? "It may be awfully hard to cause that to happen," says McKenzie.

Precaution: Employers should set up rules for what happens to the blog of a former employee and get all employees to accept them.

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