This office provides a variety of services to small to medium-sized businesses. Services include formation of the business entity, drafting contracts for the business, reviewing contracts that the business is entering into, protecting intellectual property rights that the business has in trademarks and copyrights, negotiating contracts and advising business clients on all business matters as well as matters indirectly related to the business. The office aims to foster long term relationships with business clients and assist them with their legal needs as they arise.
While in our other areas of criminal defense and foreclosure defense the goal is to protect a person once litigation or a dispute arises, the primary goal in our business practice is to advise and assist clients so that disputes and litigation do NOT arise. It is important to take the time during the early stages of forming a business to structure the entity in such a way that once the business has started, you can focus on running the business rather than dealing with disputes and possibly litigation that could have been avoided.
FORMATION- CHOICE OF LEGAL BUSINESS ENTITY
Before starting a business, it is important to consider what legal entity the business should use. Common legal entities include corporations, Limited Liability Companies (LLCs), Limited Partnerships (LPs)and Limited Liability Partnerships. Factors influencing this decision include the purpose of the business, the allocation of decision making authority, distribution of profits, liability issues, and tax issues. Existing businesses may elect to change the entity under which they are conducting business due to one or more of these factors.
Legal liability issues are always important in choosing a legal entity. Forming a corporation will insulate individuals involved in the business from personal liability for debts incurred by the business, contracts entered into by the business, leases, entered into by the business,and personal injury to others while employees, corporate officers, shareholders, or directors are acting on behalf of the business. Other entities such as Limited Liability Companies (LLCs) also provide limited liability for business owners. As a business owner, it is important to discuss all of the pros and cons of forming a particular business entity with a business lawyer. Shielding yourself from personal liability as a business owner can save you a great deal of time and expense by being able to avoid potential lawsuits.
FORMATION- BUSINESS OPERATING AGREEMENTS
In addition to tax and liability issues, it is of crucial importance for the business to have thorough documents prepared that specify the ownership interest of each party in the business, the designation of authority to perform certain acts on behalf of the business and the percentage of decision making authority of each party who has an ownership interest in the entity. The number of people who have an ownership interest in the business can have a significant and sometimes disastrous impact on the business if they all have equal interests.
In addition, if not properly addressed in operating agreements, problems can arise when one of the owners chooses to leave the business, the business wishes to acquire another business or property, the owners cannot agree on a particular issue, or some of the owners wish to remove an officer, manager, director or oust a member of the business. All of these contingencies should be covered in carefully drafted documents prepared by a business lawyer during the formation of the business. Provisions should also be made for the selling or transfer of an ownership interest in the business and/or business assets and for dissolution of the business should the owners choose to cease conducting business.
All of these contingencies should be covered in corporate bylaws, LLC operating agreements, or partnership agreements drafted by your business lawyer.
CONTRACTS AND LEASES
The purpose of drafting contracts is to ensure that all parties to the contract are aware of and understand the terms of an agreement and to prevent disputes in the future. Businesses enter into sales contracts frequently with their customers and enter into purchase agreements with other businesses for equipment, goods and services that are used in conducting business. Contracts are also used when businesses hire employees or independent contractors to perform work on behalf of the business or when the business performs services as an independent contractor for another business. Your business may also desire to execute a contract to purchase another business, merge with another business or sell the enity to another party. As with partnership agreements and LLC agreements, all business contracts should be carefully drafted and reviewed by a lawyer who is knowledgeable about the principles of contract law.
Lease agreements are also frequently entered into by businesses. These are contracts involving real property. Commercial leases are subject to contract law as well as landlord/tenant law. Your business lawyer can review the lease agreements your business enters into and assist you in obtaining favorable terms in these lease agreements.
COPYRIGHT AND TRADEMARK
Businesses frequently have ownership interests in the trademark under which they conduct business, the trademark for certain products they produce or sell and copyright for original material authored by the business. This law office assists businesses in registering trademarks and copyrights, advises business clients on copyright and trademark issues and represents clients in disputes arising from copyright and trademark infringement.