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Who gets to decide what your contract means?

October 12, 2018

In the event of a dispute it’ll usually be given to a judge and/or jury to place meaning on the terms of your contract.

And under the law of most states the judge and jury will first look at the terms within the contract. If they look at the contract and think they know what it means based on their review their inquiry usually ends.

Why is this so important?


You want to make contract terms so clear that even a third grader can understand them.Read the rest

California to Require Women on Public Company Boards

October 1, 2018

California will now require publicly traded companies headquartered in California to place women on their board.

While I am a big supporter of women in business I think legislating quotas of how many women should be on a board is a bad move. There are very strong economic reasons to do put women in leaderships – but forcing it is only going to cause a second guessing. And companies are going to have to do it to comply (with resentment) rather than for seeing it to be the right thing to do.Read the rest

Simple Short Contracts. That’s The Way To Go. Why Bigger Might Be Better.

January 21, 2018

A lot of times clients and friends say “I just want a short contract.  Don’t make it long.”

Well, there are reasons lawyers write long contracts.  And it’s not because they want to bill more.

I agree with simple and understandable.  In a perfect world we’d all right one page contracts and forget it.

However given the complexity of today’s world spelling things out is preferred.

So many of the issue I get involved with as a lawyer (after an event has happened) are because an agreement was simple and Party A thinks they agreed this and Party B thinks they agreed to that.… Read the rest

Are You Collecting Sales Tax For The Right States? The State of Maryland Reaches into Travelocity’s Pocket

January 11, 2018

Collecting sales tax – and when sales tax needs to be collected – continues to get more complicated.

In a recent decision the Maryland Tax Court concluded that Travelocity, an online seller of hotel room and car reservations – with no cars or rooms it owns in the State of Maryland – was responsible for filing to do business in the State of Maryland and collecting and remitting sales tax to the State of Maryland.

The slippery slope is clear.  More and more states are finding more and more ways to find that businesses owe a tax to them.… Read the rest

Employers: Be careful what you ask when hiring.

December 30, 2017

In a growing number of states and localities (such as cities) it is becoming illegal to ask job candidates about their past earnings histories.

Employers are advised to be careful about this question or consider not asking potential employees about their earnings history at all.

This National Law Review article goes into more detail.… Read the rest

DRAFT: Our Commitment to Our Clients

November 20, 2017

We are working on a brief document showing our commitment to our clients.  What are your thoughts?

I would like your input:

Our Commitment to Clients

(Your Bill of Rights)

 

To the fullest extent permitted by law and our rules of attorney ethics we work to:

Knowing and Protecting You:

  • Get to know you and your matter and learn what is important to you
  • Always keep your best interest in mind
  • We will be your fighter – and work hard for your position

 

Handling Your Matter

 

  • Be competent and efficient in the matters we handle and recommend other professionals for issues we cannot efficiently help with
  • Provide practical and pragmatic solutions – not just the solutions that are the best in “theory” but find and discussion solutions that balance real world issues like time and money.
Read the rest

What is Due Diligence?

October 23, 2017

When you are involved in a deal, whether it is a large strategic transaction, or a possible merger, acquisition, stock sale, or going public, you will start hearing the words “due diligence” thrown around. A lay person may not be familiar with this term, and it may not make sense. If you are like most business owners, you don’t play in the merger and acquisitions space, and you don’t read legal periodicals. You probably do not talk to lawyers every day.… Read the rest

Consult Experts Now for Advice on your Merger and Acquisition

October 21, 2017

Do not wait too long for advice. While meeting with a group of experienced consultants recently, we discussed mergers, what had worked, and what had not. We talked about clients from the nonlegal side, who wait too long to get advice on their mergers. They start doing things, preparing paperwork, discussing terms, and only later involve a team and lawyers. This is usually a big mistake.

Many business owners will say, “I don’t want to get lawyers involved, or I don’t want to get consultants involved because they will muck up the works; they will slow things down, and the deal will never get done.”

On the flipside, having trusted advice, having people you turn to, and building a team, can help you make sure that you make the right decisions and that you are not giving up terms.Read the rest

All postings are intended to be planning tools to familiarize readers with some of the high-level issues discussed therein. No posting is intended to be a comprehensive discussion and additional details should be discussed with your transaction planners including attorneys, accountants, consultants, bankers and other business planners who can provide advice for your circumstances. This article should not be treated as legal advice to any person or entity.