Are You Ready for Y2K?
By Jeffer, Mangels, Butler & Marmaro LLP, February, 1998

Expect chaos to hit the world's computer systems on January 1, 2000. The Year 2000 crisis, dubbed "Y2K" for short, is less than 700 days away. The crisis stems from the fact that most older computers and software created even a few years ago only use two digits to record the year in their data. Therefore, they will think that the year is 1900 when the millennium turns. 

First, identify where Y2K could hit you.
Some worry that planes will fall out of the sky and bank vaults won't open. But in the hospitality industry, our biggest concerns are probably the reservation and property management systems. Can your reservation system book a reservation for the year 2000? Will your hotel or auto rental desk be able to accept a credit card with an expiration date in the year 2000? We worry about all the little systems that have calendars buried in them, like safety locks for doors. Did you know that virtually all systems built before 1996 have the Y2K problem? And how about the automatic elevators, voice mail, PBX, payment systems, alarms, time management and host of other systems on property and off site used by your vendors? 

Next step.
Once you find all the places the Y2K bug can bite you, move to fix the problems. Who pays? Is this a breach of an express or implied warranty? Is there an enforceable limitation on remedies (e.g. damages limited to purchase price of software with no consequential damages)? Even if liable, does the vendor have the financial and production capacity to replace your "defective" system, and everyone else's? Will it take a "fix" or a "replacement"? Will the cost be a capital expenditure (depreciable but not deductible) or can it be a deductible expense? As resources stretch to the breaking point, can you get fixes at any price? What disclosure must be made to shareholders, banks and investors about your Y2K exposure? What will the cost and effect of Y2K be on you, your customers, your balance sheet and income statement? 

Legal issues abound!
Brace yourself for the contract disputes, lawsuits and bankruptcies. One of the first Y2K class actions was filed in December 1997, claiming that a software company breached its warranty to charge a fee to make its software millennium-proof. 

Interesting 1998.
To successfully address the challenges of Y2K most savvy businesses have been working on the issues for at least a year or two. If you have not started, there is no time to lose. Assemble your Y2K team now. You will need experts in the areas of information systems, financial, legal and tax. The budget process this fall will set in place the last fiscal year budget (1999) for major capital improvements before Y2K hits. It will take patience and cooperation of owners and operators to squash the Y2K "bug."

CAVEAT: Nothing in this newsletter constitutes legal advice, which can only be given by a lawyer based upon all the relevant facts and circumstances of a particular situation. Please call us if we can assist you with legal advice!

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JMBM is a full-service, business law firm of more than 140 attorneys with offices in Los Angeles and San Francisco and with an independent network of over 1,600 lawyers in more than 75 cities world-wide. We have been involved in hundreds of transactions spanning the globe and representing over $12 billion in total sales, financings, and acquisitions of lodging and leisure properties and companies. We handle: financing, acquisition, sale, bankruptcy, ownership structure and dispute issues, securities, litigation, mergers and acquisitions of companies, union and employment matters, employee benefits, repositionings, management of franchise matters, recreational use agreements, trademarks, litigation of any sort, insurance claim, disaster, timeshare and vacation ownership, tax, foreclosure, and virtually every other challenge.

For more information:
Visit Jeffer, Mangels, Butler & Marmaro LLP’s web site.
Email Jim Butler at jrb@jmbm.com
Or contact:
Jim Butler at the Firm
Jeffer, Mangels, Butler & Marmaro LLP
2121 Avenue of the Stars
Los Angeles, CA 90067
Phone: (310) 203-8080 



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