BOOK REVIEW: Italian Style – Fashion Since 1945

Capture-ItalianStyle-FashionSince1945-Book

One of the mysteries that Italy presents to the world is how style seems to come so naturally and happen so easily in the nation’s disparate regions and within all walks of life. It is as if elegant design in clothing, shoes, accessories (and just about everything else) grows naturally in the surroundings, like grapes in a trusted vineyard.

Italian clothes are like California wines: world-class but once relatively unknown internationally until the occurrence of a singular event. For the wines of California, the moment came in Paris, at a blind tasting on 24 May 1976 (known to oenophiles as (the “Judgment of Paris”) during which New World wines beat their French counterparts in every category. The moment of clarity came for Italian fashion when the Florentine buying agent Giovanni Battista Giorgini invited the forces of international fashion to attend a group show held on 12 February 1951; the experience was new for all involved, so to create an appropriate venue, Giorgini simply opened up his Tuscan mansion, the Villa Torrigiani. Editors from the foreign media such as Harper’s Bazaar and, most important, buyers from foreign retailers such as Bergdorf Goodman came to have a look. What they saw in that unique group audition was something of a unitary vision—an interpretation of womenswear based on fine materials and artisanal workmanship, shown in designs embodying the Italian ideal of relaxed grace. Those clothes and others in the shows that followed looked not merely pleasing to the eye but eminently wearable—something of considerable value to the Americans, whose “house style” had always been more about comfort and ease than that of the French, who were, until that moment, undisputed as the leading exponents of Continental style and glamour in women’s clothing.

Continued

Credit:  Alan Behr

Reposted with Permission by CultureKiosque (www.culturekiosque.com). Originally posted on December 8, 2015.


SEC Adopts New Crowdfunding Rules

Websites (homepages) of five leading crowdfunding platforms in the world - Kickstarter, IndieGoGo, RocketHub, Crowdfunder and GoFundMe on a computer screen.

Over the past few years, crowdfunding websites have become an increasingly significant source of consumer feedback and funding for fashion companies as fashion-specific sites such as Betabrand and general sites such as Kickstarter have allowed designers to prescreen new designs and raise funding from interested users. In some cases, supporters of a company will be asked to provide contributions for which the contributors will generally receive some form of gift or other recognition. In other cases, supporters will be asked to preorder a particular item, but only if the funding goal is met will the item go into production.

However, until recently restrictions under the federal and state securities laws have prevented fashion and other companies from raising funds in securities offerings on the internet unless the offerings were registered with the securities authorities or were limited to institutional or wealthy individual investors.

In October 2015, the Securities and Exchange Commission (“SEC”) adopted final rules that will permit ordinary investors to participate in internet-based crowdfunded securities offerings.

The final rules, which will be effective commencing in May 2016, will:

  • Permit a non-public U.S. company (other than an investment company or a shell company) to raise a maximum aggregate amount of $1 million through crowdfunding offerings – in a 12-month period;
  • Require that the offering be conducted through a registered broker dealer or funding portal;
  • Permit individual investors, over a 12-month period, to invest in the aggregate across all crowdfunding offerings up to:
    • The greater of $2,000 or 5% of the lesser of their annual income or net worth – if either their annual income or net worth is less than $100,000; or
    • 10% of the lesser of their annual income or net worth – if both their annual income and net worth are equal to or more than $100,000.
    • During the 12-month period, the aggregate amount of securities sold to a particular investor through all crowdfunding offerings may not exceed $100,000.

Companies that rely on the crowdfunding rules to conduct a crowdfunding offering will be required to file certain information with the SEC and provide this information to investors and the intermediary facilitating the offering, including among other things:

  • A description of the business and the use of proceeds from the offering;
  • The price to the public of the securities or the method for determining the price, the target offering amount, the deadline to reach the target offering amount, and whether the company will accept investments in excess of the target offering amount;
  • A discussion of the company’s financial condition;
  • Financial statements of the company that, depending on the amount offered and sold during a 12-month period, are accompanied by information from the company’s tax returns, reviewed by an independent public accountant, or audited by an independent auditor. A company offering more than $500,000 but not more than $1 million of securities relying on these rules for the first time would be permitted to provide reviewed rather than audited financial statements, unless financial statements of the company are available that have been audited by an independent auditor;
  • Information about officers and directors as well as owners of 20 percent or more of the company; and
  • Certain related-party transactions.

In addition, companies relying on the crowdfunding exemption will be required to file an annual report with the SEC and provide it to investors that contain information similar to that in the initial disclosure statement.

Each issuer will need to evaluate whether the initial and ongoing costs of a crowdfunding offering make this an attractive capital raising method in light of the amount to be raised and other available funding alternatives. For some issuers a crowdfunding offering will be a useful method to raise funds and to begin to establish a committed shareholder base with the goal of eventually becoming a full public company.

Credit:  R. Brian Brodrick

Brian is a partner in Phillips Nizer’s Corporate Law and Securities & Private Placement Practices.


A Belly Full of Good Fashion

Shirtless sexy male model lying alone on his bed

As everyone knows, male fashion lawyers tend to be hunks. I was a bit late getting the memo, but on the insistence by my German doctor, I finally started exercising, and being German myself, I of course overdid it, to the point that my shirt maker (Turnbull & Asser) had to adjust my pattern and my tailor (Henry Poole) is on notice that it will need do the same. Because both usually expect rounding middles by the time customers reach my point in life, that made me feel quite good. But what I next sought to do in the name of fashion was of no concern to either of them.

It would be hard not to notice that the trend is for less body hair on men. When I was growing up, what was said about something that toughened you as a man (such as strong drink) was, “That will put a little hair on your chest.” Nature dutifully made me quite fashionable in that regard, but since that time, things have regrettably slid the other way. Beefy young men in fashion advertising display pectorals and abdominals as furless as a those of a baby. One recent print ad showed a pack of lovely women measuring every inch of a young man wearing only his undershorts and showing not a blade of hair below his perfectly formed cranium.

Would that real life were as equally correctable in Photoshop. Instead, off went this hirsute attorney in search of a more practical solution, which is how I ended up at Olga’s laser emporium. A slave to tradition, I decided to keep the hair on my chest, but I agreed to sacrifice all between the sternum and what Olga told me was my “bikini line.” She first shaved my abdomen, thereby defoliating that previously forested tract that no one had seen since I put on my bar mitzvah suit. Then she set her laser to work, and after a twelve-minute ordeal in which I felt like the target at a flame-thrower practice range, I stood up and had a look.

To my surprise, what had lay hidden under that vanquished mat of virility was, after daily workouts, a surprisingly pleasing set of washboard abs—not quite a six-pack, but something like a four-pack on its way toward picking up the two missing cans. There you go, I thought: a fashionable belly at last. The problem is that there are not that many venues in which a fashion lawyer gets to show how fashionably toned he has become. Going shirtless in the firm’s boardroom seemed not quite in keeping with our mission. I suppose I could arrive at a fashion show with my shirt as open as Keith Richards’, but that style just does not speak to me. I do not even swim topless anymore but wear a rash guard (swim shirt) with an SPF of 50. So I have done what women have done for millennia: I have suffered for beauty—beauty that must, in a guy’s case, remain both skin deep and out of view.

At least my doctor is pleased. As I lay on the examination table, she kneaded and pounded my abdomen as though hoping to strike oil and said, “Very tight. There are two possible explanations. Either you are finally exercising as I told you to do—or you have serious liver damage.”

In fashion, nothing worthwhile comes easy.

Credit: Alan Behr


A Man’s Moment

Ferragamo-Loafer-Black

Designers have been famously cautious not to offend men’s perceptions about masculinity. The old axiom that men will not buy clothes bearing the names of women led to some novel solutions. Jhane Barnes was born Jane Barnes, but by the time men had figured that out, they were sold on her clothes—even the many who assumed from the name that they were wearing clothes designed by a man. Kate Spade’s line for men came out as Jack Spade.

Then there are the brands that started for women and have migrated successfully to selling to men. Salvatore Ferragamo may have built a reputation as the shoemaker to the women of Hollywood, but my wife’s devotion to Salvatore Ferragamo handbags is mirrored by my policy that all my business shoes come in red boxes.

When it comes to individual styles, however, the crossover path is not always easy. Late in the last century, women started wearing fitted tights. That never caught on with men, even those with fantasies of playing Robin Hood. There was some initial hesitation by men, but after women had given up on stockings and started wearing beach sandals (flip-flops) around town and just going barefoot at home, men eventually followed along. I bought my first pair of flip-flops since my age was in single digits, and no sooner did I wear them out of my building, on a late-night milk errand, than I caught my doorman trying to do his best not to stare at my toes. It was a hot night and those toes did feel rather nicely chilled by the milk fridge’s chill, so I could see that the comfy factor was indeed in play. But at the end of the day, I just have to go with the obvious: light and delicate things like thong sandals may look correct on women—but on guys: you know, those black Ferragamo loafers I am never without are looking better than ever.

Credit: Alan Behr

Photo Credit: Salvatore Ferragamo

See previously published related posts:


The Promises of Big Event Promotions

HenryPoole2015-ShopWithSignage

In the service of consumer awareness, I have helped clients with event promotions ranging from setting up rub-down booths for aching feet at half marathons to participating in the closing off of Times Square for New Year’s Eve and the engagement of major talent to entertain the revelers. I was particularly amused, however, when Henry Poole & Co, the tailor shop that founded London’s Savile Row (back in 1846), alerted me to the closure of the Row for its one-day transformation into a pasture eighty meters long, populated by sixty squishy sheep and twenty-five anything-but-squishy male models, each of the latter in a bespoke outfit by one of the twenty-five participating tailors. For Savile Row Sheep Day (yes, big promotions need big names) on October 5 of this year, Henry Poole showed, on one of those big men, a made-for-the occasion three-piece suit made of a blue-gray 11-12 ounce Prince of Wales wool and cashmere blend. The sheep came as they were.

HenryPoole2015-GrazingSheepThat is not the first time Savile Row has been disrupted for a special promotional event. As documented in the film Let It Be, on January 30, 1969, The Beatles gave their last public performance from the headquarters of their company at 3 Savile Row, creating a commotion that brought in the police and became part of the history of popular music.

Getting the famously phlegmatic London bobbies stirred up for the benefit of posterity was likely integral to the thinking behind The Beatles’ rooftop concert, but when fashion companies do big promotions—whether to let Shaun the Sheep and friends graze on a city street or to rent historic venues for fashion shows—they do not want legal troubles. Along with all the usual contractual complexities with vendors, models, transportation providers, venues and more, for big promotions, there typically are municipal permits, special insurance problems (Just what is the premium for coverage against damage by rampaging ruminants?), and often import/export and duty considerations, to name only a few of the additional legal concerns.

Big events are often borne of creativity at marketing and public relations companies and departments; but it is a good idea to bring in the lawyers well before a fashion company commits to move forward with such an event. Marketers are both inventive and parental, quickly falling in love with their creations, with the result that legal considerations can be put off to the last minute. That is why promotional lawyers are used to providing services in a rush. Under those conditions, even their best efforts may not be enough to prevent an exciting opportunity from becoming an expensive mistake due to missed deadlines for permits, hurried and failed attempts at gaining necessary consents and much more (and much worse). The simple rule of thumb is this: when you think big in a promotion, think legal. Before the big idea is a go, go to the lawyers and ask if it is possible and what it likely will cost to make it happen.

HenryPoole2015-Models

As for those sheep on Savile Row: someone did it all just right that day in October. The promotion went off as planned, the cops stayed away, everyone had a good time, and Henry Poole and the rest of the Row’s tailors got their message across, which was, “Gentlemen: wear wool and look smart.” We have to assume that, somewhere in London that night, an advertising and promotions lawyer slept soundly. He or she certainly deserved to.

Credit: Alan Behr

Photo Credit:  Henry Poole & Co


Protecting the Confidentiality of Your Key Suppliers

trade secrets label

A case that was decided last year by the New York Supreme Court, Kings County, illustrates the importance of protecting the confidentiality of proprietary supplier and manufacturing sources.
In this case, a wholesale distributor of off-price apparel engaged an employee to assist the distributor in sourcing merchandise from overseas manufacturers. The distributor and employee made a number of trips to a South American country where the distributor sourced merchandise through a business broker who provided introductions to local apparel factories.

After a few years, the employee left the distributor to work for a competitor that began to place orders for merchandise with these same factories through the same broker.

The distributor subsequently brought an action against the employee and the competitor for unfair competition claiming that the identity of the broker and associated factories constituted trade secrets, which the employee misappropriated for his own and the competitor’s benefit.

Under New York law, a former employee may generally solicit a business’s customers, so long as the employee is not bound by a non-compete agreement, does not solicit the customers while still employed by the business and does not rely on customer information that was wrongfully obtained or which constitutes a trade secret. The courts have applied a similar standard when evaluating whether the identity of a company’s suppliers may be treated as a trade secret, often also considering whether the company had exclusive arrangements with those suppliers.

In determining whether information is a trade secret, New York courts frequently apply a six factor analysis:

  1. the extent to which the information is known outside of the company;
  2. the extent to which it is known by employees and others involved in the business;
  3. the extent of measures taken by the company to guard the secrecy of the information;
  4. the value of the information to the company and its competitors;
  5. the amount of effort or money expended by the company in developing the information; and
  6. the ease or difficulty with which the information could be properly acquired or duplicated by others.

The court ultimately decided the action in favor of the employee and competitor, determining that the identity of the broker and the associated factories were not trade secrets. The distributor did not establish that the broker or the factories had promised to or did, in fact, sell exclusively to the distributor and did not show that the identities of the broker and the associated factories were confidential. The distributor also failed to provide evidence that it had undertaken great effort in discovering the factories, in establishing a business relationship with the broker or in keeping the identities of the parties secret.

The lesson here is that businesses that depend on key suppliers should not rely on trade secret protection alone to protect these relationships. Instead, they should take steps to identify as proprietary that information which they wish to protect and should enter into appropriately tailored non-compete and non-solicitation agreements with their employees that are designed to prevent them from disclosing or otherwise taking unfair advantage of such information of which they become aware during the course of their employment.

Credit: R. Brian Brodrick

Brian is a partner in Phillips Nizer’s Corporate Law and Securities & Private Placement Practices.


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